AI assistant
SKS — AGM Information 2026
Apr 28, 2026
52788_rns_2026-04-28_fdbd17df-7f9f-4406-b8b2-d2776581ac66.pdf
AGM Information
Open in viewerOpens in your device viewer
: Stock code 9925
Taiwan Shin Kong Security Co., Ltd. Agenda Handbook for the 2026 General Shareholders' Meeting
Taiwan Shin Kong Security Co., Ltd.
Agenda Handbook for the 2026 General Shareholder’s Meeting
Table of Contents
| I. | Meeting Agenda---------------------------------------------------------------------------3 |
|---|---|
| II. | Report Items |
| 1. 2025 Business Report------------------------------------------------------------------4 | |
| 2. Audit Committee's Review Report of the 2025 Financial Statements-----------4 | |
| 3. Report on the Distribution of Employees' Remuneration and Directors' | |
| Remuneration for 2025----------------------------------------------------------------4 | |
| 4. Report on Related-Party Transactions for 2025------------------------------------4 | |
| III. | Ratification Items |
| 1. 2025 Financial Statements and Business Report-----------------------------------5 | |
| 2. 2025 Earnings Distribution------------------------------------------------------------5 | |
| IV. | Extemporary Motions---------------------------------------------------------------------6 |
| V. | Adjournment-------------------------------------------------------------------------------6 |
1
Annex Business Report--------------------------------------------------------------------------7 Audit Committee’s Review Report----------------------------------------------------8 Related-Party Transactions for 2025---------------------------------------------------9 Auditor’s Review Report and Financial Statements--------------------------------10 Appendix Articles of Incorporation----------------------------------------------------------------32 Rules of Procedure for Shareholders Meetings--------------------------------------38 Shareholding Status of the Directors--------------------------------------------------49
2
I. Meeting Agenda
Taiwan Shin Kong Security Co., Ltd.
2026 Agenda of the General Shareholder’s Meeting
Time: 9 a.m. on Friday, May 29, 2026
Venue: Meeting Room at 9F., No. 126, Sec. 1, Jianguo N. Rd., Taipei City
Meeting Method: Physical meeting
-
(I) Call the Meeting to Order
-
(II) Chairperson’s Remarks
-
(III) Report Items
-
(IV) Ratification Items
-
(V) Extemporary Motions
-
(VI) Adjournment
3
II. Report Items
Proposal 1 by the Board
Content: 2025 Business Report
Description: Please refer to P.7 of the meeting agenda handbook for the Business Report.
Proposal 2 by the Board
Content: Audit Committee's Review Report of the 2025 Financial Statements
Description: Please refer to P.8 of the meeting agenda handbook for the Audit Committee’s Review Report.
Proposal 3 by the Board
Content: Report on the Distribution of Employees' Remuneration and Directors' Remuneration for 2025
Description:
-
In accordance with Article 31 of the Company's Articles of Incorporation, the Company shall set aside not less than 1% of the remuneration for its employees and not more than 5% of the remuneration for its directors if there is any balance remaining after deducting accumulated losses based on the profitability of the year.
-
The Company’s employee compensation and directors’ remuneration for 2025 were approved by the Board of Directors on March 9, 2026. Directors’ remuneration was allocated at 3%, amounting to NT$31,350,258, and employee compensation was allocated at 2.6%, amounting to NT$27,170,224. Both were distributed in cash.
Proposal 4 by the Board
Content: Report on Related-Party Transactions for 2025
Description:
In accordance with the Company’s “Rules Governing Financial and Business Matters Between the Company and its Related Parties”, transactions with related parties should be reported to the most recent shareholders’ meeting after end of the fiscal year (including actual transaction amounts, conditions and information). Please refer to P.9 of the meeting agenda handbook for the 2025 Related-Party Transactions.
4
III. Ratification Items
Proposal 1 by the Board
Content: 2025 Financial Statements and Business Report
Description:
-
The 2025 Financial Statements and Business Report have been prepared by the Board of Directors and submitted to the Audit Committee for audit, of which the Financial Statements have been audited by Deloitte Taiwan CPAs LIU, SHU-LIN and KUO, NAI-HUA.
-
Please refer to P.7 and P.10-31 of the meeting agenda handbook for the 2025 Business Report, Auditor’s Review Report, and Financial Statements.
Resolution:
Proposal 2 by the Board
Content: 2025 Earnings Distribution
Description:
- The 2025 earnings distribution is set out in following allocation table.
Taiwan Shin Kong Security Co., Ltd. 2025 Earnings Distribution
| The 2025 earnings distribution is set out in following allocation table. Taiwan Shin Kong Security Co., Ltd. 2025 Earnings Distribution |
The 2025 earnings distribution is set out in following allocation table. Taiwan Shin Kong Security Co., Ltd. 2025 Earnings Distribution |
The 2025 earnings distribution is set out in following allocation table. Taiwan Shin Kong Security Co., Ltd. 2025 Earnings Distribution |
|---|---|---|
| Unit: NTD | ||
| Item | Amount | |
| Unallocated earnings at beginningofperiod | 2,754,119,288 | |
| Add: Net income after tax for theperiod | 911,164,863 | |
| Add: Changes in equity of subsidiaries | 124,031,019 | |
| Adjustments to other comprehensive income |
8,387,933 | |
| Less: Disposal of investments in equity instruments measured at fair value through other comprehensive income |
(224,853,613) | |
| Net profit for the period after tax plus amounts included in unappropriated earnings for the year other than net profit for the period after tax |
818,730,202 | |
| Legal reserve set aside | (81,873,020) | |
| Earnings available for allocation | 3,490,976,470 | |
| Distribution items: | (774,979,210) | |
| Shareholder dividends | ||
| Cash dividends of NT$2.0per share | ||
| Unallocated earnings at end ofperiod | 2,715,997,260 |
Chairperson: WU, Hsin-Tung CEO: HUNG, Kuo-Chao CAO: WENG, Tsung-Hsien
5
-
The shareholders' dividend is proposed to be distributed in cash in the amount of NT$774,979,210 from the available-for-distribution earnings of the year, based on the shares held by the shareholders as recorded in the shareholders register on the exdividend date, at a rate of NT$2 per share, rounding to the whole dollar amount, with the total amount of less than one New Taiwan Dollar included in other income of the Company.
-
Subject to the approval by the 2026 general shareholders' meeting, the Board is authorized to set a separate ex-dividend date for the distribution of the cash dividends and to announce the same in accordance with the law.
Resolution:
IV. Extraordinary Motion
V. Adjournment
6
Annex
Taiwan Shin Kong Security Co., Ltd. 2025 Business Report
- Operational Overview
The amount of 2025 net operating revenue of the company and its subsidiary is NT$8,133,786 thousand, increased by 3.67% with the amount of NT$287,964 thousand compared to the amount of NT$7,845,822 thousand last year; net income is NT$979,263 thousand, increased by 3.99% with the amount of NT$37,577 thousand compared to the amount of NT$941,686 thousand last year.
Net operating revenue: Electronic Service income: NT$3,212,875 thousand. Cash-in-transit income: NT$1,194,508 thousand. Stationed security income: NT$1,661,174 thousand. Other service income: NT$2,065,229 thousand. Operating expenditures:
The operating expenditures are in total of NT$7,366,808 thousand, including the operating cost of NT$5,429,938 thousand and the operating expense of NT$1,936,870 thousand.
Net operating profit: NT$766,978 thousand.
Net non-operating revenue and expense:
The total amount of net non-operating revenue and expense is NT$378,316 thousand, including non-operating revenue of NT$479,119 thousand and the non-operating expense of NT$100,803 thousand.
Net profit before tax: NT$1,145,294 thousand.
Net income: NT$979,263 thousand.
2. Financial Condition
Total assets: NT$19,991,693 thousand with the current assets of NT$10,227,870 thousand and the non-current assets of NT$9,763,823 thousand.
Total liabilities: NT$5,746,369 thousand in total with the current liabilities NT$5,140,875 thousand and the non-current liabilities NT$605,494 thousand. Equity of shareholders: NT$14,245,324 thousand.
Chairperson: WU, Hsin-Tung CEO: HUNG, Kuo-Chao CAO: WENG, Tsung-Hsien
7
Taiwan Shin Kong Security Co., Ltd. Audit Committee’s Review Report
The Board of Directors has prepared and submitted the Company’s 2025 Individual and Consolidated Financial Statements. The audit of the Financial Statements is completed by accountants LIU, SHU-LIN and KUO, NAI-HUA at Deloitte Taiwan, and an audit report is issued with unqualified opinion. The aforementioned Motions for Financial Statement, Business Report and Earnings Distribution have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
Yours sincerely,
2026 Shareholders General Meeting of Taiwan Shin Kong Security Co., Ltd.
Audit Committee:
Convener: CHU, CHIEN-CHOU
March 9, 2026
8
Related-Party Transactions for 2025
1. Acquisition of Right-of-Use Asset
Unit: NT$ (Before tax)
| Trade Terms | |||
| Nature of | |||
| Related Party | |||
| Transaction | Total Rent | ||
Lease Period |
|||
| Amount | |||
| Shin Kong Life Insurance Co., Ltd. | Lease | 2025.04.01-2028.03.31 | 38,516,904 |
9
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Taiwan Shin Kong Security Co., Ltd.
Opinion
We have audited the accompanying financial statements of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries, which comprise the Consolidated Statement of Financial Position as of December 31, 2025 and December 31, 2024, the Consolidated Statement of Comprehensive Income from January 1 to December 31, 2025 and from January 1 to December 31, 2024, Consolidated Statement of Change in Equity, Consolidated Statement of Cash Flows, and Notes to Consolidated Financial Statement (including a summary of significant accounting policies).
In our opinion, the accompanying consolidated financial statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standing Interpretations Committee (SIC) (hereinafter referred to as IFRSs) recognized and announced effectiveness by Financial Supervisory Commission (hereinafter referred to as FSC) so as to give a true and fair view of the consolidated financial position of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries as of December 2025 and 2024 and of the financial performance, changes in equity and cash flows of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries from January 1 to December 31, 2025 and 2024.
Basis for Opinion
We were commissioned to conduct our audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the ‘Accountant’s responsibilities for the audit of the financial statements’ section of our report. We are independent of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and
10
Ethics for Public Accountants and Accounting Entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters
The key audit matter is which that, in our professional judgment, is most significant to our review of the Consolidated Financial Statements of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries for 2025. Such matter has been considered in the process of examining the consolidated financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on the matter individually.
The following is the description of the key audit matter in the Consolidated Financial Statements of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries for 2025: Accuracy of Revenue
Taiwan Shin Kong Security Co., Ltd. and its subsidiaries reported a net operating revenue of NT$8,133,786 thousand in 2025, of which electronic security service income accounted for NT$3,212,875 thousand, representing 40% of the total income, which is considered significant. For the accounting policies on revenue recognition and related disclosure information, please refer to Notes 4 (16) and 29 of the consolidated financial statements.
The revenue recognition of electronic security services by Taiwan Shin Kong Security Co., Ltd. and its subsidiaries involves assessing the appropriateness of the recognized amounts. This process has been identified as a key audit matter in this year’s consolidated financial statements.
For the aforementioned significant matter, the primary audit procedures of our accountants to assess the accuracy of electronic security service income are as follows:
-
Understand the relevant controls over the accuracy of the above-mentioned electronic security service income implemented by management.
-
With the assistance of computer audit specialists, evaluate the accuracy of the system’s revenue calculations.
-
Sample electronic security service contracts and related vouchers to verify the accuracy of the revenue.
Others
Taiwan Shin Kong Security Co., Ltd. has prepared parent company only financial statements for the years 2025 and 2024, and the accountant has issued unqualified audit reports on file for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
11
Management’s responsibility is to prepare the consolidated financial statements present fairly, in all material respects, according to Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, Interpretation, and Interpretation Announcement recognized and announced the effectiveness by Financial Supervisory Commission as well as maintain necessary internal control related to the preparation of the consolidated financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Taiwan Shin Kong Security Co., Ltd. and its subsidiaries or to cease operations, or has no realistic alternative, but to do so.
The responsibilities of the governing body (including the audit committee) include overseeing the financial reporting process of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries.
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 GAAS 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 in the basis of these consolidated financial statements.
As part of an audit in accordance with GAAS, 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 audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement
12
caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.
-
Obtain an understanding of internal controls 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 internal control effectiveness of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries.
-
Assess the appropriateness of management’s use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.
-
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 of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Taiwan Shin Kong Security Co., Ltd. and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements (including the relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
We have obtained sufficient and appropriate evidence to audit the consolidated financial information of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries to express an opinion on the Consolidated Financial Statements. We are responsible for the guidance, supervision and execution of the audit and for forming an audit opinion on Taiwan Shin Kong Security Co., Ltd. and its subsidiaries.
-
We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiency in internal controls that we identify during our audit).
-
We have also provided the governing body with a statement that the
-
independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Professional Accountants with respect to independence and communicate with the governing body about all relationships and other matters (including
13
related protective measures) that may be considered to affect the accountant’s independence.
We have determined the key audit matter for the audit of the Consolidated Financial Statements of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries for the year ended December 31, 2025 from the communications we have had with the governing body. We identified such matter in our auditor’s report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, we decided not to communicate those matters in our auditor’s report because we reasonably could expect the negative effect of such communication to outweigh the public interest.
Deloitte & Touche CPA: LIU, SHU-LIN
CPA: KUO, NAI-HUA
FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No. 1050024633
FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No. 1070323246
March 9, 2026
14
Taiwan Shin Kong Security Co., Ltd. and Its Subsidiaries
Consolidated Balance Sheets
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Code 1100 1110 1120 1136 1140 1150 1160 1170 1180 1197 1200 1210 1220 130X 1410 1470 11XX 1510 1517 1535 1550 1600 1755 1760 1805 1821 1840 1915 1920 194D 1975 1990 15XX 1XXX Code 2100 2110 2130 2150 2160 2170 2180 2219 2220 2230 2250 2280 2320 2399 21XX 2540 2550 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3350 3300 3400 3500 31XX 36XX 3XXX |
Assets Current assets Cash and cash equivalents (Note 6) Financial assets measured at FVTPL - current (Note 7) Financial assets measured at FVTOCI - current (Note 8) Financial assets measured at amortized cost - current (Note 9 and 10) Contract assets - current (Note 29) Notes receivable - non-related parties (Note 11) Notes receivable - related parties (Note 11 and 36) Accounts receivable - non-related parties (Note 11) Accounts receivable - related parties (Note 11 and 36) Finance leases receivable (Note 12 and 36) Other receivables - non-related parties (Note 11) Other receivables - related parties (Note 11 and 36) Current income tax assets (Note 31) Inventory (Note 13) Advance payment (Note 21 and 36) Other current assets Total current assets Non-current assets Financial assets measured at FVTPL - non-current (Note 7) Financial assets measured at FVTOCI - non-current (Note 8) Financial assets measured at amortized cost - non-current (Note 9, 10 and 37) Investment accounted for using the equity method (Note 15) Property, plant, and equipment (Note 16, 36 and 37) Right-of-use assets (Note 17 and 36) Investment property (Note 18 and 37) Goodwill (Note 19) Intangible assets (Note 20) Deferred tax assets (Note 31) Prepayment for software and equipment Refundable deposits (Note 36) Long-term finance leases receivable (Note 12 and 36) Net defined benefit asset - non-current (Note 26) Other non-current assets Total non-current assets Total assets Liabilities and Equity Current liabilities Short-term loans (Note 22 and 37) Short-term notes payable (Note 22) Contract liabilities - current (Note 24, 29, and 36) Notes payable - non-related parties (Note 23) Notes payable - related parties (Note 23 and 36) Accounts payable - non-related parties (Note 23) Accounts payable - related parties (Note 23 and 36) Other payables - non-related parties (Note 24) Other payables - related parties (Note 24 and 36) Current income tax liabilities (Note 31) Provision for liabilities - current (Note 25) Lease liabilities - current (Note 17 and 36) Long-term liabilities due within one year or one operating cycle (Note 22 and 37) Other current liabilities (Note 24 and 36) Total current liabilities Non-current liabilities Long-term loans (Note 22 and 37) Provision for liabilities - non-current (Note 25) Deferred income tax liabilities (Note 31) Lease liabilities - non-current (Note 17 and 36) Net defined benefit liability - non-current (Note 26) Deposits received (Note 27 and 36) Total non-current liabilities Total liabilities Equity attributable to the owners of the parent company (Note 28) Common shares Capital reserves Retained earnings Legal reserve Undistributed retained earnings Total retained earnings Other equity Treasury shares Equity attributable to the owners of the Company Non-controlling interest (Note 28) Total equity Total liabilities and equity |
December 31, 2025 | % 19 2 24 1 - - - 3 - - - - - 1 1 - 51 - 18 - 1 22 2 2 - 1 1 - 1 1 - - 49 100 7 3 6 - - 1 - 7 - - 1 1 - - 26 - - 1 1 - 1 3 29 19 1 12 18 30 15 - 65 6 71 100 |
December 31, 2024 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 3,734,420 311,864 4,804,043 179,550 95,850 67,200 228 551,162 45,067 69,286 4,893 2,526 417 230,877 120,721 9,766 10,227,870 39,286 3,540,000 31,446 179,576 4,399,655 385,343 434,134 - 130,727 226,754 61,037 163,456 132,972 32,351 7,086 9,763,823 $ 19,991,693 $ 1,391,000 644,345 1,119,293 34,665 - 222,666 2,479 1,359,361 3,425 68,376 100,000 150,530 5,863 38,872 5,140,875 61,130 27,731 67,169 242,414 16,221 190,829 605,494 5,746,369 3,874,896 158,297 2,370,581 3,572,849 5,943,430 3,106,812 39,521) 13,043,914 1,201,410 14,245,324 $ 19,991,693 |
Amount $ 3,891,045 218,032 4,221,514 189,948 84,678 70,335 190 523,101 47,369 71,955 5,313 5,562 1,643 221,159 182,940 9,262 9,744,046 37,194 3,199,497 25,596 182,863 4,381,704 386,869 390,491 34,333 128,965 224,229 67,620 169,478 74,180 10,394 7,241 9,320,654 $ 19,064,700 $ 1,725,000 808,287 1,081,869 26,224 119 208,636 6,412 1,227,589 6,119 101,525 100,000 136,811 4,806 41,013 5,474,410 42,075 70,054 79,089 256,731 23,320 224,901 696,170 6,170,580 3,874,896 157,346 2,274,906 3,624,773 5,899,679 1,941,170 39,521) 11,833,570 1,060,550 12,894,120 $ 19,064,700 |
% | |||||||
( |
( |
21 1 22 1 1 - - 3 - - - - - 1 1 - 51 - 17 - 1 23 2 2 - 1 1 - 1 1 - - 49 100 9 4 6 - - 1 - 6 - 1 1 1 - - 29 - - 1 1 - 1 3 32 20 1 12 19 31 10 - 62 6 68 100 |
The accompanying notes are an integral part of the consolidated financial statements.
15
Taiwan Shin Kong Security Co., Ltd. and Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Code 4000 Net operating revenue (Note 29 and 36) 5000 Operating cost (Note 13, 30 and 36) 5900 Gross profit Operating expense (Note 11, 12, 29, 30 and 36) 6100 Promotion expense 6200 Administration expense 6300 R&D expenses 6450 Reversal of expected credit impairment loss 6000 Total operating expenses 6900 Net operating profit Non-operating revenue/expense (Note 30 and 36) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7060 Shares of the profit and loss of the associates and joint ventures recognized using the equity method 7000 Total non-operating revenue/expense 7900 Net profit before tax 7950 Income tax expense (Note 31) 8200 Net income |
2025 | % 100 (67) 33 ( 5 ) ( 18 ) ( 1 ) - (24) 9 - 6 ( 1 ) - - 5 14 ( 2) 12 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 8,133,786 5,429,938) 2,703,848 376,560 ) 1,493,946 ) 67,508 ) 1,144 1,936,870) 766,978 21,480 457,639 52,139 ) 47,383 ) 1,281) 378,316 1,145,294 166,031) 979,263 |
Amount $ 7,845,822 5,121,678) 2,724,144 378,649 ) 1,492,193 ) 59,267 ) 184 1,929,925) 794,219 22,615 336,274 9,903 ) 45,753 ) 13,482 316,715 1,110,934 169,248) 941,686 |
% | ||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
100 (65) 35 ( 5 ) ( 19 ) ( 1 ) - (25) 10 - 4 - - - 4 14 ( 2) 12 |
(Continue on the next page)
16
(Continued from the previous page)
| Code Other comprehensive income (Note 28 and 31) 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Remeasurement amounts for defined contribution plans 8316 Unrealized gains (losses) from investments in equity instruments measured at FVTOCI 8349 Income tax related to the items which were not reclassified 8360 Components of other comprehensive income that will be reclassified to profit or loss: 8361 Exchange differences on translation 8300 Total other comprehensive income in the term (net value after tax) 8500 Total comprehensive income in the fiscal year Net income attributable to: 8610 The owners of the Company 8620 The owners of the Company 8600 The total comprehensive income attributable to: 8710 The owners of the Company 8720 The owners of the Company 8700 Earnings per share (Note 32) 9710 Basic earnings per share 9810 Diluted earnings per share |
2025 | % - 14 1 15 - 15 27 11 1 12 25 2 27 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 11,590 1,160,739 22,641 1,194,970 2,541) 1,192,429 $ 2,171,692 $ 911,165 68,098 $ 979,263 $ 1,984,372 187,320 $ 2,171,692 $ 2.37 $ 2.36 |
Amount $ 56,808 550,992 40,808) 566,992 5,311 572,303 $ 1,513,989 $ 885,299 56,387 $ 941,686 $ 1,432,856 81,133 $ 1,513,989 $ 2.30 $ 2.29 |
% | ||||
( |
( |
1 7 ( 1) 7 - 7 19 11 1 12 18 1 19 |
The accompanying notes are an integral part of the consolidated financial statements.
17
Taiwan Shin Kong Security Co., Ltd. and Its Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Code A1 Balance as of Jan. 1, 2024 2023 Earnings allocation and distribution B1 Legal reserve B5 Cash dividend to the shareholders of the company Other changes in capital reserve C17 Unclaimed dividends by shareholders past the time limit D1 Net income for 2024 D3 Other comprehensive income after tax for 2024 D5 The total comprehensive income for 2024 Q1 Disposal of equity instruments measured at FVTOCI O1 Changes in non-controlling interests Z1 Balance as of Dec. 31, 2024 2024 Earnings allocation and distribution B1 Appropriation to legal reserve B5 Cash dividend to the shareholders of the company Other changes in capital reserve C17 Unclaimed dividends by shareholders past the time limit D1 Net income for 2025 D3 Other comprehensive income after tax for 2025 D5 The total comprehensive income for 2025 Q1 Disposal of equity instruments measured at FVTOCI O1 Changes in non-controlling interests Z1 Balance as of Dec. 31, 2025 |
Equity attributable to the owners of the Company | Equity attributable to the owners of the Company | Equity attributable to the owners of the Company | Equity attributable to the owners of the Company | Total $ 11,185,870 - 774,979 ) 10,177 ) 885,299 547,557 1,432,856 - - 11,833,570 - 774,979 ) 951 911,165 1,073,207 1,984,372 - - $ 13,043,914 |
Non-controlling interests $ 1,048,515 - - - 56,387 24,746 81,133 - ( 69,098) 1,060,550 - - - 68,098 119,222 187,320 - ( 46,460) $ 1,201,410 |
Totalequity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Number of shares (1,000 shares) CommonStock 387,490 $ 3,874,896 - - - - - - - - - - - - - - - - 387,490 3,874,896 - - - - - - - - - - - - - - - - 387,490 $ 3,874,896 |
Capital reserves $ 167,523 - - ( 10,177 ) - - - - - 157,346 - - 951 - - - - - $ 158,297 |
Retained | earnings Undistributed retained earnings $ 3,535,525 ( 92,520 ) ( 774,979 ) - 885,299 42,371 927,670 29,077 - 3,624,773 ( 95,675 ) ( 774,979 ) - 911,165 8,388 919,553 ( 100,823 ) - $ 3,572,849 |
Otherequityitems Exchange difference on translation of the financial statements of foreignoperations Unrealized gains or losses of the financial assets measured at FVTOCI ( $ 14,966 ) $ 1,480,027 - - - - - - - - 5,975 499,211 5,975 499,211 - ( 29,077 ) - - ( 8,991 ) 1,950,161 - - - - - - - - ( 1,348) 1,066,167 ( 1,348) 1,066,167 - 100,823 - - ($ 10,339) $ 3,117,151 |
Treasury shares ( $ 39,521 ) - - - - - - - - ( 39,521 ) - - - - - - - - ($ 39,521) |
|||||||||
| Exchange difference on translation of the financial statements of foreignoperations ( $ 14,966 ) - - - - 5,975 5,975 - - ( 8,991 ) - - - - ( 1,348) ( 1,348) - - ($ 10,339) |
||||||||||||||
| Number of shares (1,000 shares) 387,490 - - - - - - - - 387,490 - - - - - - - - 387,490 |
Legal reserve $ 2,182,386 92,520 - - - - - - - 2,274,906 95,675 - - - - - - - $ 2,370,581 |
|||||||||||||
( |
( ( ( ( ( |
( ( ( ( ( |
( |
( ( ( |
( ( ( |
( ( |
( ( ( ( ( |
$ 12,234,385 - 774,979 ) 10,177 ) 941,686 572,303 1,513,989 - 69,098) 12,894,120 - 774,979 ) 951 979,263 1,192,429 2,171,692 - 46,460) $ 14,245,324 |
The accompanying notes are an integral part of the consolidated financial statements.
18
Taiwan Shin Kong Security Co., Ltd. and Its Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Code Cash flow from operating activities A10000 Net profit before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20300 Reversal of expected credit impairment loss A20400 Net (gain) loss from financial assets measured at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend income A22300 Share of profit or loss of associates and joint ventures accounted for using the equity method A22500 Loss (gain) on the disposal of property, plant, and equipment A22800 Gains on disposals of intangible assets A23700 Loss (reversal gain) on inventory write-down and obsolescence A23700 Goodwill impairment losses A24600 Gain on lease modifications A29900 Depreciation expense of investment property (recognized as the deduction of rental income) A29900 Reversal of provision for liabilities A29900 Property, plant, and equipment transferred to consumption cost A29900 Transfer of property, plant and equipment to expenses A30000 Net changes in operating assets and liabilities A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventory A31230 Advance payment A31240 Other current assets |
2025 $ 1,145,294 832,801 36,073 ( 1,144 ) ( 1,490 ) 47,383 ( 21,480 ) ( 359,296 ) 1,281 441 - ( 222 ) 34,333 ( 137 ) 5,871 ( 42,323 ) 61,718 317 101,111 2,930 ( 23,645 ) 3,859 ( 105,911 ) ( 45,400 ) ( 504 ) |
2024 |
|---|---|---|
| $ 1,110,934 767,493 31,863 ( 184 ) 189 45,753 ( 22,615 ) ( 258,933 ) ( 13,482 ) ( 1,550 ) ( 8 ) 3,037 - ( 1,324 ) 5,858 ( 313 ) 47,727 - 115,013 29,427 ( 41,628 ) ( 906 ) ( 142,940 ) ( 31,971 ) ( 2,607 ) |
(Continue on the next page)
19
(Continued from the previous page)
| Code A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32200 Provision for liabilities A32230 Other current liabilities A32230 Net defined benefit liability A33000 Cash from operating activities A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flow from investing activities B00010 Acquisition of financial assets measured at FVTOCI B00020 Disposal of financial assets measured at FVTOCI B00030 Return of capital from financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets measured at amortized cost B00050 Disposal of financial assets measured at amortized cost B00100 Acquisition of financial assets measured at FVTPL B00200 Disposal of financial assets measured at FVTPL B02700 Purchase of property, plant, and equipment B02800 Price for the disposal of property, plant, and equipment B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B05400 Acquisition of investment property B06100 Decrease in long-term finance lease receivable B06700 Increase in other non-current assets B06800 Decrease in other non-current assets B07100 Increase in prepayments for business facilities B07500 Interest received B07600 Dividends received BBBB Net cash outflow from investing activities |
2025 $ 37,424 8,322 10,097 86,466 - ( 2,141 ) ( 17,466) 1,794,562 ( 31,738 ) ( 189,710) 1,573,114 ( 173,641 ) 109,004 1,305 ( 5,850 ) 10,398 ( 8,416 ) 215,021 ( 733,861 ) 7,261 6,022 ( 26,930 ) ( 49,514 ) 51,487 - 155 ( 9,970 ) 20,598 359,028 ( 227,903) |
2024 |
|---|---|---|
| $ 20,828 ( 11,735 ) ( 24,966 ) 36,422 ( 462 ) 4,976 ( 25,458) 1,638,438 ( 29,913 ) ( 180,790) 1,427,735 ( 803,816 ) 677,720 7,229 ( 32,990 ) 781 ( 37,194 ) 11,736 ( 745,316 ) 12,754 11,893 ( 43,484 ) - 36,732 ( 480 ) - ( 19,199 ) 21,761 258,921 ( 642,952) |
(Continue on the next page)
20
(Continued from the previous page)
| Code Cash flow from financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00600 Decrease in short-term notes payable C01600 Proceeds from long-term borrowings C01700 Repayment of long-term loans C03100 Return of deposits received C04020 Repayment of lease principal C04500 Issuance of cash dividends C05700 Payment of cash dividends for non-controlling interests C09900 Dividends claimed by shareholders after the statutory limitation period C09900 Dividends unclaimed by shareholders past the statute of limitations CCCC Net cash outflow from financing activities DDDD Effect of the changes in exchange rate on cash and cash equivalents EEEE Net decrease in cash and cash equivalents E00100 Beginning balance of cash and cash equivalents E00200 Ending balance of cash and cash equivalents |
2025 $ - ( 334,000 ) ( 179,819 ) 25,000 ( 4,888 ) ( 34,072 ) ( 152,581 ) ( 774,979 ) ( 46,460 ) - 951 ( 1,500,848) ( 988) ( 156,625 ) 3,891,045 $ 3,734,420 |
2024 |
|---|---|---|
| $ 125,000 - ( 205,096 ) - ( 25,244 ) ( 19,153 ) ( 141,906 ) ( 774,979 ) ( 69,098 ) ( 10,177 ) - ( 1,120,653) 1,150 ( 334,720 ) 4,225,765 $ 3,891,045 |
The accompanying notes are an integral part of the consolidated financial statements.
21
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Taiwan Shin Kong Security Co., Ltd.
Opinion
We have audited the accompanying financial statements of Taiwan Shin Kong Security Co., Ltd., which comprise the Parent Company Only Statement Balance Sheet as of December 31, 2025 and December 31, 2024, the Parent Company Only Statement of Comprehensive Income from January 1 to December 31, 2025 and from January 1 to December 31, 2024, Parent Company Only Statement of Change in Equity, Parent Company Only Statement of Cash Flows, and Notes to Parent Company Only Financial Statement (including a summary of significant accounting policies).
In our opinion, the accompanying parent company only financial statements are properly drawn up in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers so as to give a true and fair view of the parent company only financial position of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries as of December 2025 and 2024 and of the financial performance, changes in equity and cash flows of Taiwan Shin Kong Security Co., Ltd. and its subsidiaries from January 1 to December 31, 2025 and 2024.
Basis for Opinion
We were commissioned to conduct our audit in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the ‘Accountant’s responsibilities for the audit of the financial statements’ section of our report. We are independent of Taiwan Shin Kong Security Co., Ltd. in accordance with the Accounting and Corporate Regulatory Authority Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The key audit matter is which that, in our professional judgment, is most significant to our review of the Parent Company Only Financial Statements of Taiwan Shin Kong Security Co., Ltd. for 2025. Such matter has been considered in the process of examining the parent company only financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on the matter individually.
The following is the description of the key audit matter in the Parent Company Only Financial Statements of Taiwan Shin Kong Security Co., Ltd. for 2025:
Accuracy of Revenue
22
Taiwan Shin Kong Security Co., Ltd. reported a net operating revenue of NT$3,892,720 thousand in 2025, of which electronic security service income accounted for NT$3,217,823 thousand, representing 83% of the total income, which is considered significant. For the accounting policies on revenue recognition and related operating revenue disclosure information, please refer to Notes 4 (13) and 25 of the parent company only financial statements.
The revenue recognition of electronic security services by Taiwan Shin Kong Security Co., Ltd. involves assessing the appropriateness of the recognized amounts. This process has been identified as a key audit matter in this year's parent company only financial statements.
For the aforementioned significant matter, the primary audit procedures of our accountants to assess the accuracy of electronic security service income are as follows:
-
Understand the relevant controls over the accuracy of the above-mentioned electronic security service income implemented by management.
-
With the assistance of computer audit specialists, evaluate the accuracy of the system's revenue calculations.
-
Sample electronic security service contracts and related vouchers to verify the accuracy of the revenue.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management’s responsibility is to prepare the parent company only financial statements present fairly, in all material respects, according to Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as maintain necessary internal control related to the preparation of the parent company only financial statements in order to ensure there is no major untrue expression on the financial statements due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability of Taiwan Shin Kong Security Co., Ltd. to continue as going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Taiwan Shin Kong Security Co., Ltd. or to cease operations, or has no realistic alternative, but to do so.
The responsibilities of the governing body (including the audit committee) include overseeing the financial reporting process of Taiwan Shin Kong Security Co., Ltd.
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 GAAS 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 in the basis of these parent company only financial statements.
As part of an audit in accordance with GAAS, 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
23
for audit opinions. Because fraud may be related to conspiracy, forgery, deliberate omission, false statement or breach of internal control, the risk of a material misstatement caused by fraud which is not identified is higher than the risk of a material misstatement caused by any error.
-
Obtain an understanding of internal controls 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 internal control effectiveness of Taiwan Shin Kong Security Co., Ltd.
-
Assess the appropriateness of management’s use of accounting policies and the reasonability of the accounting estimate and relevant disclosure.
-
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 of Taiwan Shin Kong Security Co., Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Taiwan Shin Kong Security Co., Ltd. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements (including the relevant notes), and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
We have obtained sufficient and appropriate evidence to audit the parent company only financial information of Taiwan Shin Kong Security Co., Ltd. to express an opinion on the Parent Company Only Financial Statements. We are responsible for the guidance, supervision and execution of the audit and for forming an audit opinion on Taiwan Shin Kong Security Co., Ltd.
We communicate with the governing body regarding, among other matters, the planned scope and timing of the audit and significant audit findings (including any significant deficiency in internal controls that we identify during our audit).
We have also provided the governing body with a statement that the independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Professional Accountants with respect to independence and communicate with the governing body about all relationships and other matters (including related protective measures) that may be considered to affect the accountant’s independence.
We have determined the key audit matter for the audit of the Parent Company Only Financial Statements of Taiwan Shin Kong Security Co., Ltd. for the year ended December 31, 2025 from the communications we have had with the governing body. We identified such matter in our auditor’s report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, we decided not to communicate those matters in our auditor’s report because we reasonably could expect the negative effect of such communication to outweigh the public interest.
24
Deloitte & Touche CPA: LIU, SHU-LIN
FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No.1050024633
CPA: KUO, NAI-HUA
FSC Approval Number: Jin-Guan-Zheng-Shen-Zi No. 1070323246
March 9, 2026
25
Taiwan Shin Kong Security Co., Ltd.
Parent Company Only Balance Sheet
For the Years Ended December 31, 2025, and December 31, 2024
| Code 1100 1120 1136 1140 1150 1170 1180 1197 1200 1210 1410 1470 11XX 1517 1535 1550 1600 1755 1760 1780 1840 1915 1920 1975 194D 15XX 1XXX Code 2100 2110 2130 2150 2170 2180 2219 2220 2230 2280 2399 21XX 2551 2570 2580 2645 25XX 2XXX 3110 3200 3310 3350 3300 3400 3500 3XXX |
Assets Current assets Cash and cash equivalents (Note 6) Financial assets measured at FVTOCI - current (Note 8) Financial assets measured at amortized cost - current (Note 9 and 10) Contract assets - current (Note 25) Notes receivable - non-related parties (Note 11) Accounts receivable - non-related parties (Note 11) Accounts receivable - related parties (Note 11 and 32) Finance leases receivable (Note 12 and 32) Other receivables - non-related parties (Note 11) Other receivables - related parties (Note 11 and 32) Advance payment (Note 18 and 32) Other current assets Total current assets Non-current assets Financial assets measured at FVTOCI - non-current (Note 8) Financial assets measured at amortized cost - non-current (Note 9, 10, and 33) Investment accounted for using the equity method (Note 13) Property, plant, and equipment (Note 14, 32, and 33) Right-of-use assets (Note 15 and 32) Investment property (Note 16 and 33) Intangible assets (Note 17 and 32) Deferred tax assets (Note 27) Prepayment for software and equipment (Note 32) Refundable deposits (Note 32) Net defined benefit asset - non current (Note 23) Long-term finance leases receivable (Note 12 and 32) Total non-current assets Total assets Liabilities and Equity Current liabilities Short-term loans (Note 19 and 33) Short-term notes payable (Note 19) Contract liabilities - current (Note 21 and 32) Notes payable - non-related parties (Note 20) Accounts payable - non-related parties (Note 20) Accounts payable - related parties (Note 20 and 32) Other payables - non-related parties (Note 21) Other payables - related parties (Note 21 and 32) Current income tax liabilities (Note 27) Lease liabilities - current (Note 15 and 32) Other current liabilities (Note 21 and 32) Total current liabilities Non-current liabilities Provision for employee benefit liabilities - non-current (Note 22) Deferred income tax liabilities (Note 27) Lease liabilities - non-current (Note 15 and 32) Deposits received (Note 21 and 32) Total non-current liabilities Total liabilities Equity (Note 24) Share capital Common shares Capital reserves Retained earnings Legal reserve Undistributed retained earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity |
Dec. 31, 2025 | % 3 16 - - - 1 - - - - - - 20 11 - 43 17 1 5 1 1 - 1 - - 80 100 7 3 5 - - - 4 - - 1 - 20 - - 1 1 2 22 23 1 14 21 35 19 - 78 100 |
(In Thousands of New Taiwan Dollars) Dec. 31, 2024 Amount % $ 362,828 2 2,435,314 15 4,410 - 8,303 - 59,869 1 221,942 2 28,411 - 6,540 - 3,642 - 6,486 - 38,308 - 2,770 - 3,178,823 20 1,646,526 10 12,724 - 6,738,148 42 2,865,230 18 138,201 1 891,917 6 105,761 1 118,908 1 68,030 - 87,086 1 6,528 - 13,236 - 12,692,295 80 $ 15,871,118 100 $ 1,460,000 9 498,537 3 874,112 6 8,452 - 46,836 - 42,989 - 529,334 3 66,591 1 65,992 - 70,836 1 24,663 - 3,688,342 23 26,943 - 71,807 - 82,172 1 168,284 1 349,206 2 4,037,548 25 3,874,896 25 157,346 1 2,274,906 14 3,624,773 23 5,899,679 37 1,941,170 12 ( 39,521) - 11,833,570 75 $ 15,871,118 100 |
(In Thousands of New Taiwan Dollars) Dec. 31, 2024 Amount % $ 362,828 2 2,435,314 15 4,410 - 8,303 - 59,869 1 221,942 2 28,411 - 6,540 - 3,642 - 6,486 - 38,308 - 2,770 - 3,178,823 20 1,646,526 10 12,724 - 6,738,148 42 2,865,230 18 138,201 1 891,917 6 105,761 1 118,908 1 68,030 - 87,086 1 6,528 - 13,236 - 12,692,295 80 $ 15,871,118 100 $ 1,460,000 9 498,537 3 874,112 6 8,452 - 46,836 - 42,989 - 529,334 3 66,591 1 65,992 - 70,836 1 24,663 - 3,688,342 23 26,943 - 71,807 - 82,172 1 168,284 1 349,206 2 4,037,548 25 3,874,896 25 157,346 1 2,274,906 14 3,624,773 23 5,899,679 37 1,941,170 12 ( 39,521) - 11,833,570 75 $ 15,871,118 100 |
|
|---|---|---|---|---|---|---|
| Amount $ 406,666 2,672,124 4,446 17,481 62,096 169,202 11,593 6,095 1,814 5,623 38,803 3,850 3,399,793 1,891,399 12,863 7,174,086 2,864,623 148,957 881,033 115,040 125,635 62,047 78,659 23,377 8,513 13,386,232 $ 16,786,025 $ 1,210,000 438,551 884,741 8,409 50,023 56,165 628,493 59,225 25,125 74,865 19,797 3,455,394 8,975 59,772 85,106 132,864 286,717 3,742,111 3,874,896 158,297 2,370,581 3,572,849 5,943,430 3,106,812 39,521) 13,043,914 $ 16,786,025 |
Amount $ 362,828 2,435,314 4,410 8,303 59,869 221,942 28,411 6,540 3,642 6,486 38,308 2,770 3,178,823 1,646,526 12,724 6,738,148 2,865,230 138,201 891,917 105,761 118,908 68,030 87,086 6,528 13,236 12,692,295 $ 15,871,118 $ 1,460,000 498,537 874,112 8,452 46,836 42,989 529,334 66,591 65,992 70,836 24,663 3,688,342 26,943 71,807 82,172 168,284 349,206 4,037,548 3,874,896 157,346 2,274,906 3,624,773 5,899,679 1,941,170 39,521) 11,833,570 $ 15,871,118 |
|||||
( |
( |
The accompanying notes are an integral part of the parent company only financial statements.
26
Taiwan Shin Kong Security Co., Ltd.
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars, except for earnings per share which is in NT$1)
| Code 4000 Operating revenue (Note 25 and 32) 5000 Operating cost (Note 26 and 32) 5900 Gross profit Operating expense (Note 11, 25, 26 and 32) 6100 Selling expense 6200 Administrative expense 6300 R&D expense 6450 Expected credit losses 6000 Total operating expenses 6900 Net operating profit Non-operating revenue & expense (Note 26 and 32) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 Shares of the profit and loss of the subsidiaries, associates, and joint ventures recognized using the equity method 7000 Total non-operating revenue/expense 7900 Net profit before tax 7950 Income tax expense (Note 27) 8200 Net income |
2025 | % 100 52) 48 8 ) 30 ) 1 ) - 39) 9 - 7 - 1 ) 10 16 25 2) 23 |
2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,892,720 2,024,235) 1,868,485 303,609 ) 1,193,623 ) 31,377 ) 1,543) 1,530,152) 338,333 3,335 295,304 2,735 ) 41,326 ) 393,577 648,155 986,488 75,323) 911,165 |
Amount $ 3,834,395 1,938,120) 1,896,275 300,039 ) 1,149,693 ) 26,677 ) 109) 1,476,518) 419,757 3,323 192,923 6,693 ) 40,274 ) 406,248 555,527 975,284 89,985) 885,299 |
% | ||||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
100 51) 49 8 ) 30 ) - - 38) 11 - 5 - 1 ) 10 14 25 2) 23 |
(Continue on the next page)
27
(Continued from the previous page)
| Code Other comprehensive income (Note 24 and 27) Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Remeasurement amounts for defined contribution plans 8316 Unrealized gains (losses) from investments in equity instruments measured at FVTOCI 8330 Shares of other comprehensive income of the subsidiaries, associates, and joint ventures recognized using the equity method 8349 Income tax related to the items which were not reclassified 8310 Components of other comprehensive income that will be reclassified to profit or loss: 8380 Shares of other comprehensive income of the subsidiaries, associates, and joint ventures recognized using the equity method 8360 8300 Total other comprehensive income for the year (net value after tax) 8500 Total comprehensive income for the year Earnings per share (Note 28) 9710 Basic earnings per share 9810 Diluted earnings per share |
2025 | % - 18 9 1 28 - - 28 51 |
2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 10,227 676,718 364,696 22,914 1,074,555 1,348) 1,348) 1,073,207 $ 1,984,372 $ 2.37 $ 2.36 |
Amount $ 41,646 485,957 52,575 38,596) 541,582 5,975 5,975 547,557 $ 1,432,856 $ 2.30 $ 2.29 |
% | ||||||
( ( |
( |
( |
1 13 1 1) 14 - - 14 37 |
The accompanying notes are an integral part of the parent company only financial statements.
28
Taiwan Shin Kong Security Co., Ltd.
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Code A1 Balance as of Jan. 1, 2024 2023 Earnings allocation and distribution B1 Legal reserve B5 Cash dividend to the shareholders of the company Other changes in capital reserve C17 Unclaimed dividends by shareholders past the time limit D1 Net income for 2024 D3 Other comprehensive income after tax for 2024 D5 The total comprehensive income for 2024 M7 Changes in ownership interests in subsidiaries Q1 Disposal of equity instruments measured at FVTOCI Z1 Balance as of Dec. 31, 2024 2024 Earnings allocation and distribution B1 Legal reserve B5 Cash dividend to the shareholders of the company Other changes in capital reserve C17 Unclaimed dividends by shareholders past the time limit D1 Net income for 2025 D3 Other comprehensive income after tax for 2025 D5 The total comprehensive income for 2025 M7 Changes in ownership interests in subsidiaries Q1 Disposal of equity instruments measured at FVTOCI Z1 Balance as of Dec. 31, 2025 |
Share capital Number of shares (1,000 shares) CommonStock 387,490 $ 3,874,896 - - - - - - - - - - - - - - - - 387,490 3,874,896 - - - - - - - - - - - - - - - - 387,490 $ 3,874,896 |
Share capital Number of shares (1,000 shares) CommonStock 387,490 $ 3,874,896 - - - - - - - - - - - - - - - - 387,490 3,874,896 - - - - - - - - - - - - - - - - 387,490 $ 3,874,896 |
Capital reserves $ 167,523 - - 10,177 ) - - - - - 157,346 - - 951 - - - - - $ 158,297 |
Retained earnings Legal reserve Undistributed retained earnings $ 2,182,386 $ 3,535,525 92,520 ( 92,520 ) - ( 774,979 ) - - - 885,299 - 42,371 - 927,670 - ( 49,280 ) - 78,357 2,274,906 3,624,773 95,675 ( 95,675 ) - ( 774,979 ) - - - 911,165 - 8,388 - 919,553 - 124,031 - ( 224,854) $ 2,370,581 $ 3,572,849 |
Retained earnings Legal reserve Undistributed retained earnings $ 2,182,386 $ 3,535,525 92,520 ( 92,520 ) - ( 774,979 ) - - - 885,299 - 42,371 - 927,670 - ( 49,280 ) - 78,357 2,274,906 3,624,773 95,675 ( 95,675 ) - ( 774,979 ) - - - 911,165 - 8,388 - 919,553 - 124,031 - ( 224,854) $ 2,370,581 $ 3,572,849 |
Otherequityitems Exchange difference on translation of the financial statements of foreignoperations Unrealized gains or losses of the financial assets measured atFVTOCI ( $ 14,966 ) $ 1,480,027 - - - - - - - - 5,975 499,211 5,975 499,211 - 49,280 - ( 78,357) ( 8,991 ) 1,950,161 - - - - - - - - ( 1,348) 1,066,167 ( 1,348) 1,066,167 - ( 124,031 ) - 224,854 ($ 10,339) $ 3,117,151 |
Otherequityitems Exchange difference on translation of the financial statements of foreignoperations Unrealized gains or losses of the financial assets measured atFVTOCI ( $ 14,966 ) $ 1,480,027 - - - - - - - - 5,975 499,211 5,975 499,211 - 49,280 - ( 78,357) ( 8,991 ) 1,950,161 - - - - - - - - ( 1,348) 1,066,167 ( 1,348) 1,066,167 - ( 124,031 ) - 224,854 ($ 10,339) $ 3,117,151 |
Treasury shares $ 39,521 ) - - - - - - - - 39,521 ) - - - - - - - - $ 39,521) |
Totalequity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange difference on translation of the financial statements of foreignoperations ( $ 14,966 ) - - - - 5,975 5,975 - - ( 8,991 ) - - - - ( 1,348) ( 1,348) - - ($ 10,339) |
|||||||||||||
| Number of shares (1,000 shares) 387,490 - - - - - - - - 387,490 - - - - - - - - 387,490 |
Legal reserve $ 2,182,386 92,520 - - - - - - - 2,274,906 95,675 - - - - - - - $ 2,370,581 |
||||||||||||
( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( |
( ( ( |
( ( ( |
$ 11,185,870 - 774,979 ) 10,177 ) 885,299 547,557 1,432,856 - - 11,833,570 - 774,979 ) 951 911,165 1,073,207 1,984,372 - - $ 13,043,914 |
The accompanying notes are an integral part of the parent company only financial statements.
29
Taiwan Shin Kong Security Co., Ltd.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025, and December 31, 2024
(In Thousands of New Taiwan Dollars)
| Code Cash flow from operating activities A00010 Net profit before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit losses A20400 Net gain on financial assets at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A22400 Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method A22500 Loss on the disposal of property, plant, and equipment A24600 Gain on lease modifications A29900 Depreciation expense of investment property (recognized as the deduction of rental income) A29900 (Reversal of) provision for liabilities A29900 Property, plant, and equipment transferred to consumption cost A29900 Transfer of property, plant and equipment to expenses A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31125 Contract assets A31230 Advance payment A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32230 Net defined benefit asset A33000 Cash from operating activities A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities |
2025 $ 986,488 559,851 25,045 1,543 4,395 ) 41,326 3,335 ) 184,052 ) 393,577 ) 69 100 ) 10,884 17,968 ) 61,696 317 2,426 ) 68,332 2,691 103,105 495 ) 1,080 ) 10,629 43 ) 16,363 45,395 4,866 ) 6,622) 1,314,775 29,065 ) 112,038) 1,173,672 |
2024 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 975,284 510,984 20,633 109 - 40,274 3,323 ) 105,836 ) 406,248 ) 396 1,204 ) 10,885 439 47,727 - 26,266 80,573 ) 183 124,379 577 ) 986 ) 5,835 ) 1,653 4,319 ) 1,103 ) 6,960 13,976) 1,142,192 29,827 ) 86,804) 1,025,561 |
(Continue on the next page)
30
(Continued from the previous page)
| Code Cash flow from investing activities B00010 Acquisition of financial assets measured at FVTOCI B00020 Disposal of financial assets measured at FVTOCI B00030 Proceeds from capital reduction of financial assets measured at FVTOCI B00040 Acquisition of financial assets measured at amortized cost B00050 Disposal of financial assets measured at amortized cost B00200 Proceeds from disposal of financial assets at fair value through profit or loss B01800 Acquisition of long-term equity investments accounted for using the equity method B02700 Purchase of property, plant, and equipment B02800 Proceeds from disposal of property, plant, and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B06100 Decrease in long-term finance lease receivables B07100 Increase in prepayments for business facilities B07500 Interest received B07600 Dividends received from subsidiaries and associates B07600 Other dividends received BBBB Net cash inflow (outflow) from investing activities Cash flow from financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00600 Decrease in short-term notes payable C03100 Return of deposits received C04020 Repayment of lease principal C04500 Issuance of cash dividends C09900 Claimed dividends by shareholders past the time limit C09900 Unclaimed dividends by shareholders past the time limit CCCC Net cash outflow from financing activities EEEE Net increase in cash and cash equivalents E00100 Beginning balance of cash and cash equivalents E00200 Ending balance of cash and cash equivalents |
2025 $ 1,307 ) - 1,305 175 ) - 199,432 - 600,180 ) 69 - 8,427 23,420 ) 5,689 9,456 ) 2,814 320,987 184,052 88,237 - 250,000 ) 72,247 ) 35,420 ) 86,376 ) 774,979 ) - 951 1,218,071) 43,838 362,828 $ 406,666 |
2024 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 747,792 ) 653,500 4,255 - 802 - 1,000 ) 630,558 ) - 9,411 ) - 36,417 ) 3,040 22,352 ) 2,844 424,923 105,836 252,330) 160,000 - 10,608 ) 18,760 ) 79,921 ) 774,979 ) 10,177 ) - 734,445) 38,786 324,042 $ 362,828 |
The accompanying notes are an integral part of the parent company only financial statements.
31
Appendix
Taiwan Shin Kong Security Co., Ltd. Articles of Incorporation
Chapter I General
-
Article 1 The Company is organized under the Company Act and is named “Taiwan Shin Kong Security Co., Ltd.”
-
Article 2 The Company’s scope of business: 1. I901011 Private Security Service
-
Article 2-1 The Company may make external guarantees as necessary for business purposes. Article 2-2 The Company may be a shareholder with limited liability of other companies. The total amount invested by the Company shall not be limited to 40% of the Company’s paid-in capital.
-
Article 3 The Company has its headquarters in Taipei City. If necessary, branches may be established in other appropriate locations, and their establishment and abolition shall be determined by the board of directors.
Chapter II Shares
-
Article 5 The Company’s total capital is set at NT$4.5 billion, divided into 450 million shares at NT$10 each, to be issued in tranches.
-
Article 6 The Company’s share certificates are registered ordinary shares. They shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof:
-
The Company may be exempted from printing any share certificate for the shares issued in accordance with Article 161-2 of the Company Act, provided that they are registered with a centralized securities depositary enterprise.
-
Article 7 (Deleted)
-
Article 8 The handling of shareholder services shall be in compliance with the Regulations Governing the Administration of Shareholder Services of Public Companies and relevant laws and regulations promulgated by the competent authorities.
-
Article 9 Share transfer registration shall be suspended not later than 60 days before the date of the regular shareholders’ meeting, or not later than 30 days before the date of the extraordinary shareholders’ meeting, or not later than 5 days before the date on which the Company decides to distribute dividends and bonuses or other benefits.
Chapter III Shareholders’ meeting
-
Article 10 The Company’s shareholders’ meetings are divided into two types: regular shareholders’ meetings and extraordinary shareholders’ meetings. The regular meeting of shareholders shall be convened at least once a year and shall be held within six months after the end of each fiscal year. The extraordinary meeting of shareholders shall be convened when necessary and as required by law.
-
The shareholders’ meeting shall be convened by the board of directors in accordance with the law, unless otherwise provided for in the Company Act or other relevant laws and regulations. A shareholders’ meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority.
-
Article 11 A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case the Company intends to convene
32
a special meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.
-
For shareholders holding less than one thousand shares of registered stock, the notice mentioned in the foregoing paragraph may be given by means of a public announcement.
-
Article 12 Except in the circumstances otherwise provided for by law, the Company’s shareholders shall have one voting power in respect of each share in his possession and may exercise his voting power by written or electronic means. The way he exercises his voting power in writing or by electronic means shall be set forth in the notice of the shareholders’ meeting. A shareholder who exercises his voting power at a shareholders’ meeting in writing or by way of electronic transmission as set forth in the preceding paragraph shall be deemed to have attended the said shareholders’ meeting in person but shall be deemed to have waived his voting power in respective of any extemporary motions and/or the amendments to the contents of the original proposals at the said shareholders’ meeting.
-
The Company shall be subject to the prerequisites otherwise provided for by the competent authority in charge of securities affairs.
-
Article 13 If a shareholder is unable to attend a shareholders’ meeting in person, he or she may appoint a proxy to attend the meeting by executing a Company-issued power of attorney stating therein the scope of power authorized to the proxy.
-
Article 14 The chairman of the shareholders’ meeting shall be the chairman of the board of directors. In case the chairman of the board of directors is on leave of absence or can not exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case the vice chairman is also on leave of absence or unable to exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.
-
Where as for a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
-
Article 15 Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than onehalf of the total number of voting shares.
-
Article 16 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting. The minutes of shareholders’ meeting shall record the date and place of the meeting, a summary of the essential points of the proceedings and the results of the meeting, and the name of the chairman and the method of adopting resolutions and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting. The minutes shall be kept persistently throughout the life of the Company. The preparation and distribution of the foregoing minutes shall be governed by the provisions of Article 183 of the Company Act.
Chapter IV Board of Directors
-
Article 17 The Company adopts a candidates’ nomination system for its nine to thirteen directors, who are elected from a slate of candidates for directors by the shareholders. The term of office is three years, and they are eligible for re-election.
-
Among the number of directors referred to in the preceding paragraph, the number of independent directors shall not be less than one-third of the total number of director seats, and the number to be elected shall be determined by the Board of Directors.
Independent directors’ professional qualifications, shareholdings, restrictions on concurrent
33
employment, nomination and election and other matters to be complied with shall be in accordance with the relevant regulations of the competent securities authorities. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
The total number of shares held by all directors is subject to the regulations of the competent securities authorities.
The Company’s board of directors shall set up an Audit Committee consisting of all independent directors, the number of whom shall not be fewer than three, one of whom shall be the convenor, and at least one of whom shall have accounting or financial expertise. The Audit Committee’s duties, rules and regulations, exercise of powers and functions and other matters to be complied with shall be governed by the relevant laws and regulations or the Company’s articles of incorporation.
The Company’s board of directors may establish committees of other functions, the terms of reference of which shall be separately determined by the board of directors.
-
Article 18 Except as otherwise provided in the Company Act, the Company’s board of directors shall elect a chairman of the board of directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors and may also elect in the same manner a vice chairman of the Board.
-
Article 19 The terms of reference of the Board are as follows:
-
Determines the business policy.
-
Prepares important articles of incorporation and deeds.
-
Establishes and closes branch offices.
-
Compiles budgets and final accounts.
-
Reviews and determines surplus allocations.
-
Drafts capital increase or decrease.
-
Other powers and responsibilities as granted by the Company Act and the shareholders’ meeting.
-
Article 20 Unless otherwise stipulated in the Company Act, the Board shall be convened by the chaiman of the board of directors presiding over the meeting. In case the chaiman is on leave of absence or can not exercise his power and authority for any cause, the vice chaiman shall act on his behalf. In the event that the vice chaiman is unable to exercise his power and authority for any cause, the chaiman shall designate one of the directors to act on his behalf. Notice of the foregoing meeting may be given by electronic means.
-
Article 21 Unless otherwise provided in the Company Act, a resolution of the board of directors shall be made by a majority vote of the directors at a board meeting attended by at least a majority of the entire directors of the Company.
-
Article 22 If a director is unable to attend a board meeting for any reason, he/she may appoint another director to attend as his proxy, but a director may accept the appointment to act as the proxy of one other director only. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
-
Article 23 The chaiman of the Board represents the Company externally and presides over all business internally.
Chapter V (Deleted)
- Article 24 (Deleted) Article 24-1 (Deleted) Article 25 (Deleted) Article 26 (Deleted)
Chapter VI Managerial Officers
34
- Article 27 The Company has a number of managerial officers who are appointed and removed by a majority vote of the directors at a board meeting attended by at least a majority of the entire directors of the Company. The remuneration of the managerial officers shall be in conformity with the Company’s pay scale. The standard of payment shall be submitted to the board of directors for approval.
Chapter VII Accounting
-
Article 28 The fiscal year of the Company is set to commence on Jan 1 and end on Dec 31.
-
Article 29 At the end of each fiscal year, the Board of the Company shall prepare the following books and statements and submit them to the shareholders’ meeting for recognition in compliance with the statutory procedures.
-
Annual business report.
-
Financial statements.
-
The motion for the surplus earnings distribution or loss make-up.
-
Article 30 The directors of the Company shall be entitled to be reimbursed for travel expenses and those who have carried out business shall be paid separately compensation at a rate to be determined by the board of directors based on the extent of their involvement in and contribution to the operations of the Company and the prevailing standards in the industry. Independent directors may be remunerated by the board of directors in accordance with the foregoing provisions at a level not exceeding the maximum salary scale set forth in the Company’s Managerial Officers’ Pay Regulations and shall not participate in the distribution of remuneration to directors of the Company.
-
Article 31 If the Company has earnings in a given year, not less than 1% shall be allocated as employee compensation, which shall be distributed in full to employees in the form of stock or cash as resolved by the Board of Directors. Of the total amount of employee compensation, no less than 80% shall be allocated to non-executive employees. The Company may also allocate up to 5% of the aforementioned earnings as director compensation, subject to a resolution of the Board of Directors. The proposals for employee and director compensation distributions shall be reported to the shareholders’ meeting.
-
However, where the Company has accumulated losses, an amount shall be retained in advance as an offset, and the remuneration of employees and directors shall be provided in proportion to the foregoing.
The Company may execute employee treasury stocks, employee stock warrants, employee subscriptions for new shares, new restricted employee shares and employee remuneration to employees of parents or subsidiaries of the Company meeting certain criteria.
The salary range applicable to non-executive employees shall be based on the standards publicly announced by the Ministry of Economic Affairs in accordance with Article 36-2 of the Act for Development of Small and Medium Enterprises.
- Article 31-1 If there is any surplus in the annual accounts of the Company, 10% of the surplus shall be set aside as a legal reserve after paying tax and making up for accumulated losses in accordance with the law. However, if the legal reserve has reached the amount of the Company’s paid-in capital, it may no longer be provided for, and the remainder may be set aside or reversed as a special reserve in accordance with the law. If there is any remaining balance, the board of directors shall prepare a proposal for the distribution of the surplus, together with the accumulated undistributed earnings, and submit it to the shareholders’ meeting for resolution on the allocation of dividends and bonuses to shareholders.
The Company is a security technology business and is currently in the growth phase of its life cycle. Going forward, it will continue to upgrade its security-related technology and develop
35
into a high-tech field. Based on the consideration of sustainable management, sound capital expansion and the shareholders’ return on investment, cash dividends to shareholders shall not be less than 15% of the dividends.
Chapter VIII Supplementary Note
- Article 22 The Company’s organizational regulations and bylaws are set forth separately. Article 23 Matters not provided for in these Articles of Incorporation shall be in compliance with the Company Act.
Article 24 These Articles were first established on December 14, 1979. Remarks: These Articles of Incorporation were established on December 14, 1979. The 1st amendment was approved on December 26, 1979. The 2nd amendment was approved on February 25, 1980. The 3rd amendment was approved on April 21, 1980. The 4th amendment was approved on August 4, 1980, at the 3rd special shareholders’ meeting to amend Article 5, 8, 15, 16 and 34 and to add Article 10 and 12.
The 5th amendment was approved on October 8, 1980, at the regular shareholders’ meeting to amend Article 16, 17 and 34. The 6th amendment was approved on March 17, 1981, at the regular shareholders’ meeting to amend Article 5, 26 and 34.
The 7th amendment was approved on December 17, 1981, at the special shareholders’ meeting to amend Article 5 and 34. The 8th amendment was approved on March 8, 1983, at the special shareholders’ meeting to amend Article 1 and 34.
The 9th amendment was approved on June 28, 1983, at the regular shareholders’ meeting to amend Article 2, 5 and 34. The 10th amendment was approved on June 27, 1984, at the regular shareholders’ meeting to amend Article 26 and 34.
The 11th amendment was approved on April 28, 1988, at the regular shareholders’ meeting to amend Article 31 and 34 and to add Article 2-1.
The 12th amendment was approved on May 10, 1989, at the regular shareholders’ meeting to amend Article 5 and 34. The 6th amendment was approved on March 17, 1981, at the regular shareholders’ meeting to amend Article 6, 7 and 34.
The 14th amendment was approved on May 28, 1991, at the regular shareholders’ meeting to amend Article 11, 17, 18, 29 and 34 and to add Article 2-2.
The 15th amendment was approved on May 18, 1993, at the regular shareholders’ meeting to amend Article 5 and 34.
The 16th amendment was approved on May 26, 1994, at the regular shareholders’ meeting to amend Article 2, 14, 15, 19, 20 and 34.
The 17th amendment was approved on May 18, 1995, at the regular shareholders’ meeting to amend Article 5, 6, 7, 11, 14, 16, 17, 19, 22, 23, 26 and 34.
The 18th amendment was approved on August 25, 1995, at the regular shareholders’ meeting to amend Article 2 and 34.
The 19th amendment was approved on May 17, 1997, at the regular shareholders’ meeting to amend Article 5.
The 20th amendment was approved on May 17, 1997, at the regular shareholders’ meeting to amend Article 5, 12, 23 and 34.
The 21st amendment was approved on May 16, 1998, at the regular shareholders’ meeting to amend Article 5.
The 22nd amendment was approved on May 16, 1998, at the regular shareholders’ meeting to amend Article
36
5 and 34.
The 23rd amendment was approved on May 15, 1999, at the regular shareholders’ meeting to amend Article 5.
The 24th amendment was approved on May 15, 1999, at the regular shareholders’ meeting to amend Article 5 and 34.
The 25th amendment was approved on May 6, 2000, at the regular shareholders’ meeting to amend Article 8, 31 and 34 and to add Article 31-1.
The 26th amendment was approved on May 25, 2001, at the regular shareholders’ meeting to amend Article 5.
The 27th amendment was approved on May 25, 2021, at the regular shareholders’ meeting to amend Article 5, 31-1 and 34.
The 28th amendment was approved on May 16, 2002, at the regular shareholders’ meeting to amend Article 6, 7, 9, 10, 11, 12, 16, 18, 21, 23, 24, 26, 28, 29 and 34 and to delete Article 4 and 27.
The 29th amendment was approved on June 30, 2003, at the regular shareholders’ meeting to amend Article 31-1 and 34.
The 30th amendment was approved on June 14, 2005, at the regular shareholders’ meeting to amend Article 26, 30, 31 and 34.
The 31st amendment was approved on June 15, 1996, at the regular shareholders’ meeting to amend Article 6, 10, 11, 12, 17 and 34 and to add Article 16.
The 32nd amendment was approved on June 22, 2012, at the regular shareholders’ meeting to amend Article 12, 16, 20, 31 and 34.
The 33rd amendment was approved on June 20, 2013, at the regular shareholders’ meeting to amend Article 31 and 34.
The 34th amendment was approved on June 26, 2014, at the regular shareholders’ meeting to amend Article 17 and 30.
The 35th amendment was approved on June 16, 2016, at the regular shareholders’ meeting to amend Article 30 and 31.
The 36th amendment was approved on June 14, 2017, at the regular shareholders’ meeting to amend Article 2, 17, 19, 20 and 25 and to add Article 24-1.
The 37th amendment was approved on June 15, 2018, at the regular shareholders’ meeting to amend Article 6, 8, 17, 29, 30 and 31 and to deleted Article 7, 24, 24-1, 25 and 26.
The 38th amendment was approved on June 14, 2019, at the regular shareholders’ meeting to amend Article 1, 6 and 31.
The 39th amendment was approved on June 11, 2020, at the regular shareholders’ meeting to amend Article 2 and 17.
The 40th amendment was approved on June 8, 2023, at the regular shareholders’ meeting to amend Article 10, 11, 14, 17 and 22.
The 41st amendment was approved on June 3, 2025, at the regular shareholders’ meeting to amend Article 17 and 31.
37
Taiwan Shin Kong Security Co., Ltd. Rules of Procedure for Shareholder Meetings
The Rules of Procedure was approved at the regular shareholders’ meeting on May 18, 1993. The amendment to the Rules of Procedure was approved at the regular shareholders’ meeting on June 8, 2023. The amendment to the Rules of Procedure was approved at the regular shareholders’ meeting on June 26, 2024.
Article 1
To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The rules of procedures for the Company’s shareholders’ meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the board of directors.
When the Company convenes a virtual-only shareholders’ meeting, unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall be stipulated in the Articles of Incorporation and approved by a resolution of the Board of Directors. The resolution shall be adopted with the attendance of at least two-thirds of all directors and the consent of a majority of the directors present.
Changes to how the Company convenes its shareholders’ meeting shall be resolved by the board of directors and shall be made no later than mailing of the shareholders’ meeting notice.
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. If, however, the Company has the paid-in capital of NT$2 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders’ meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders’ meeting:
- For physical shareholders’ meetings, to be distributed on-site at the meeting.
38
-
For hybrid shareholders’ meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
-
For virtual-only shareholders’ meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4
For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to the Company before five days before the date of the shareholders’ meeting.
When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
39
Article 5
The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders’ meeting.
Article 6
The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively “shareholders”) will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.
Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, preprinted ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders’ meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders’ meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1
To convene a virtual shareholders’ meeting, the Company shall include the follow particulars in the shareholders’ meeting notice:
-
How shareholders attend the virtual meeting and exercise their rights.
-
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
40
-
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
-
B. Shareholders not having registered to attend the affected virtual shareholders’ meeting shall not attend the postponed or resumed session.
-
C. In case of a hybrid shareholders’ meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
-
D. Actions to be taken if the outcome of all proposals has been announced and extraordinary motion has not been carried out.
-
To convene a virtual-only shareholders’ meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online shall be specified. Unless under circumstances as specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide the necessary connection equipment and assistance, and specify the application period for shareholders and other relevant matters requiring attention.
Article 7
If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.
41
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders’ meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders’ meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders’ meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 10
If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new
42
chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11
Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders’ meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12
Voting at a shareholders’ meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
43
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary 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 before the date of the shareholders’ meeting. When 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.
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 before the date of the shareholders’ meeting. When 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.
Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, theresults for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders’ meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders’ meeting online, except for extraordinary
44
motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights) and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders’ meeting online.
Article 16
The number of shares solicited by the solicitor and the number of shares represented by the entrusted proxy shall be compiled by the company into a statistical table in the prescribed format on the day of the shareholders’ meeting. This table shall be clearly displayed at the venue of the shareholders’ meeting. On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and shall make an express disclosure of the same at the place of the shareholders’ meeting.
During the Company’s virtual shareholders’ meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
45
If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17
Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”
At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19
In the event of a virtual shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
46
Article 20
When the Company convenes a virtual-only shareholders’ meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21
In the event of a virtual shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders’ meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders’ meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders’ meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders’ meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders’ meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Companys hall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph.
Article 22
47
When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online. Unless under circumstances as specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide the necessary connection equipment and assistance, and specify the application period for shareholders and other relevant matters requiring attention.
Article 23
Matters not covered by these regulations shall be handled in accordance with the Company Act, the Company’s articles of association, and other relevant laws and regulations.
Article 24
These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
48
Taiwan Shin Kong Security Co., Ltd.
Statement of Directors’ Shareholdings
Book closure date: March 31, 2026 Unit: Shares; %
| Unit: Shares; % | Unit: Shares; % | ||||||
|---|---|---|---|---|---|---|---|
| Position | Name | Date elected | Term of office |
Shareholding while elected |
Current shareholding | ||
| Shares | Shareholding ratio (%) |
Shares | Shareholding ratio (%) |
||||
| Chairperson | Ying Ying Investment Co., Ltd. Rep.: Wu, Hsin-Tung |
2024.07.01 |
3 years | 84,237 | 0.02 |
84,237 |
0.02 |
| Director | Tong Ying Investment Co., Ltd. Rep.: Lin, Po-Feng |
2024.07.01 |
3 years | 6,789,770 | 1.75 |
6,840,770 |
1.77 |
| Director | Shin Kong Wu Ho-Su Memorial Hospital Rep.: Hung, Kuo- Chao |
2024.07.01 |
3 years | 16,331,704 | 4.21 |
16,331,704 |
4.21 |
| Director | ALSOK CO.,LTD. Rep.: Tsuyoshi Murai |
2024.07.01 |
3 years | 35,778,823 | 9.23 |
35,778,823 |
9.23 |
| Director | GM INVESTMENTS Rep.: Iuchi Takeru |
2024.07.01 | 3 years | 3,060,300 | 0.79 |
3,060,300 |
0.79 |
| Independent Director |
Chu, Chien-Chou | 2024.07.01 | 3 years | 0 | 0 |
0 |
0 |
| Independent Director |
Li, Shih-Kuang | 2024.07.01 | 3 years | 0 | 0 |
0 |
0 |
| Independent Director |
Lo, Ming-Wei | 2024.07.01 | 3 years | 0 | 0 |
0 |
0 |
| Independent Director |
Hsu, Shu-Ping | 2024.07.01 | 3 years | 0 | 0 |
0 |
0 |
| Total | 62,044,834 | 16.01 |
62,095,834 |
16.03 |
Note: In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares that must be held collectively by all directors of the Company is 15,499,584 shares.
49
==> picture [70 x 131] intentionally omitted <==
==> picture [34 x 32] intentionally omitted <==
The 22nd National Quality Award
==> picture [54 x 75] intentionally omitted <==
Taiwan Shin Kong Security Co., Ltd. Headquarter : No. 128, Xing'ai Rd., Neihu Dist., Taipei City TEL : 02-7719-9888 FAX : 02-2796-8899 Website : www.sks.com.tw Customer Service Hotline : 0800-097-668
==> picture [68 x 69] intentionally omitted <==