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Silicon Optronics, Inc. — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
52337_rns_2026-04-24_5d9d072f-3d39-4ebc-afe6-b9286a3f5265.pdf
Proxy Solicitation & Information Statement
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Stock Code: 3530
Silicon Optronics, Inc.
2026 Annual Shareholders' Meeting Meeting Agenda
(Translation)
May 25, 2026
Notice to Reader:
For the convenience of readers, this report has been translated into English from the original Chinese version, prepared and used in the Republic of China. The English version has not been audited or reviewed by independent auditors. If there are any discrepancies between the English version and the original Chinese version, or any difference in the interpretation of the two versions, the Chinese-language report shall prevail.
Table of Contents
Meeting Agenda
Attachments
I. 2025 Business Report ... 03
II. 2025 Audit Committee's Review Report ... 06
III. Compensation and other remuneration paid to directors ... 07
IV. Independent Auditors' Report ... 09
V. 2025 Financial Statements ... 15
VI. 2025 Earnings Distribution Table ... 25
VII. List of Director Candidates ... 26
VIII. Description for the Candidate Directors' Behavior Involving Competing Business ... 28
Appendices
I. Procedure for the Election of Directors ... 29
II. Articles of Incorporation ... 32
III. Rules and Procedure for Shareholders' Meeting ... 38
IV. Shareholding of All Directors ... 48
Silicon Optronics, Inc.
2026 Annual Shareholders’ Meeting
Meeting Agenda
(Translation)
Type of Meeting: Physical Meeting
Time: 9:00 a.m., May 25, 2026 (Monday)
Venue: Edison Hall, GIS Convention Center, 2F, No. 1, Gongye E. 2nd Rd., Hsinchu Science Park, Hsinchu City
Chairman: Mr. James He, Chairman of the Board of Directors
Meeting Procedure
I. Calling Meeting to Order
II. Chairman's Remarks
III. Report Items
(I) 2025 Business Report
(II) 2025 Audit Committee's Review Report
(III) Report on the Distribution of Directors’ and Employees’ Compensation for Fiscal Year 2025
(IV) Report on Directors’ Compensation Payment for Fiscal Year 2025
IV. Acknowledgements
(I) 2025 Business Report and Financial Statements
(II) The Proposal for distribution of 2025 earnings
V. Election Items
General reelection of Directors and Independent Directors
VI. Other Motions
Discussion on lifting the non-compete restrictions for the 10th-term directors of the Company
VII. Other Business and Special Motion
VIII. Meeting Adjourned
Report Items
Report item I
Proposed by the Board of Directors
Subject: 2025 Business Report
Explanation: 2025 Business Report is attached as Attachment I.
Report item II
Proposed by the Board of Directors
Subject: Audit Committee's review report on the 2025 final statements
Explanation: 2025 Audit Committee's Audit Report is attached as Attachment II.
Report item III
Proposed by the Board of Directors
Subject: Report on 2025 employees' compensation and remuneration to directors
Explanation:
-
According to Article 31 of the Company's Articles of Incorporation, if there is any profit for a specific fiscal year, the Company shall allocate no less than 0.005% and no more than 25% of the profit as employees' compensation and shall allocate at a maximum of 3% of the profit as remuneration to directors.
-
The Board has adopted a proposal for distribution of 2025 profit as follows: employees' compensation is NT$12,130,000 and the remuneration to directors is NT$2,400,000, both shall be paid in cash.
-
According to Article 31 of the Company's Articles of Incorporation, of the amount allocated for employee compensation, no less than 1% shall be allocated to grassroots employees. For this distribution, it is proposed to allocate 3%, totaling NT$363,900, as employee compensation for grassroots employees.
-
There is no difference between the amount distributed this time and the expense amount recognized for the year 2025.
Report item IV
Proposed by the Board of Directors
Subject: Report on the Distribution of Directors' Compensation for 2025
Explanation:
-
The directors' remuneration of the Company for the year 2025 amounted to NT$2,400,000, which was approved by the Board of Directors on March 5, 2026, and will be distributed in cash.
-
For information regarding the remuneration received by directors, including the remuneration policy, individual remuneration details, and amounts, is attached as Attachment III.
Acknowledgements
Acknowledgement Item I.
Proposed by the Board of Directors
Subject: Adoption of the 2025 Business Report and Financial Statements
Explanation:
-
SOI's 2025 financial statements has been approved by the Board of Directors and were audited by independent auditors Mr. Ming-Hui Chen and Mr. Tung-Hui Yeh, CPAs of Deloitte & Touche. The financial statements and business report were reviewed by the Audit Committee.
-
For the business report, Independent Auditors' Report, and the financial statements are attached as Attachment I, Attachment IV and V.
Voting by poll :
Acknowledgement Item II.
Proposed by the Board of Directors
Subjects: Adoption of the proposal for distribution of 2025 earnings
Explanation:
-
It is proposed to appropriate NT$61,980,720 in cash dividends from the distributable earnings for the year 2025, with a distribution of NT$0.8 per share, rounded down to the nearest dollar; any fractional amounts shall be aggregated and recorded as other income of the Company.
-
Upon approval of this earnings distribution proposal by the annual general meeting of shareholders, the Board of Directors is authorized to determine the ex-dividend record date, the payment date, and other related matters.
-
In the event that, subsequent to the dividend distribution, changes in the Company’s share capital affect the number of outstanding shares and thereby alter the dividend payout ratio, it is proposed that the annual general meeting authorize the Board of Directors to handle such matters in full in accordance with the Company Act and relevant laws and regulations.
-
The proposal for distribution of 2025 is attached as Attachment VI.
Voting by poll:
Election Matters
Proposed by the Board of Directors
Subject: Proposal for the comprehensive re-election of directors and independent directors.
Explanation:
-
The term of office of the current directors and independent directors of the Company will expire on June 15, 2026. In coordination with the convening of the annual general meeting, it is proposed to conduct a comprehensive re-election of directors and independent directors at this meeting; all incumbent directors are proposed to be discharged prior to the expiration of their term upon completion of the re-election at the annual general meeting on May 25, 2026.
-
In accordance with Article 17 of the Company’s Articles of Incorporation, a total of five directors (including three independent directors) shall be elected. The term of office of the newly elected directors shall be three years, from May 25, 2026 to May 24, 2029. Following the election, all independent directors shall form the Audit Committee, which shall take effect simultaneously.
-
In accordance with Article 17 of the Company's Articles of Incorporation, A candidate nomination system is adopted for the election of directors, and shareholders should elect the candidates from the list of director candidates. Please refer to Attachment VII.
Election Results:
Other Motions
Proposed by the Board of Directors
Subject: Proposal to lift the non-compete restrictions on the Company’s 10th-term directors for discussion
Explanation:
-
In accordance with Article 209, Paragraph 1 of the Company Act, when a director engages, for himself or on behalf of others, in any act that falls within the Company’s business scope, he or she shall explain the material details of such act to the shareholders’ meeting and obtain its approval.
-
It is proposed to submit to the shareholders’ meeting, in accordance with Article 209, Paragraph 1 of the Company Act, a request to approve the lifting of non-compete restrictions for newly appointed directors and their representatives who engage, for themselves or on behalf of others, in activities within the Company’s business scope.
-
Please refer to Attachment VIII.
Voting by poll:
Other Business and Special Motion
Meeting Adjourned
(Attachment I)
Business Report
I. Business plan implementation results and budget execution
In 2025, SOI continued to deepen its presence in the optoelectronics industry, strengthening its core competitiveness through technological innovation and market expansion. The following is an overview of its profit and loss and financial status:
- The summary of profit and loss statement is shown below:
Unit: NT$ thousand
| Item / Year | 2025 | 2024 | Differences | Growth rate % |
|---|---|---|---|---|
| Operating revenue | 1,845,343 | 1,731,031 | 114,312 | 6.6 |
| Gross profit | 495,623 | 124,539 | 371,084 | 298 |
| Operating profits | 136,636 | (193,043) | 329,679 | 170.8 |
| Net profit (loss) after tax | 135,006 | (102,780) | 237,786 | 231.4 |
| EPS | 1.74 | (1.33) | 3.07 | 230.8 |
The Company's operating revenue for the current year amounted to NT$1,845,343 thousand, representing a 6.6% increase compared to 2024. Benefiting from an optimized product mix and improved cost structure, gross profit significantly increased to NT$495,623 thousand, up by NT$371,084 thousand from the previous year, representing a growth of 298%. Operating income turned from a loss to a profit, reaching NT$136,636 thousand; net income after tax amounted to NT$135,006 thousand, with earnings per share of NT$1.74. Overall profitability has rebounded significantly, demonstrating the results of improved operational fundamentals.
- Financial income and expenses
The net cash inflow from operating activities in the current period decreased compared to the previous period, primarily due to a higher level of inventory reduction in the previous period. In addition, the repayment of bank loans and equipment purchases in the current period resulted in net cash outflows from investing and financing activities.
Unit: NT$ thousand
| Item / Year | 2025 | 2024 |
|---|---|---|
| Profit before income tax | 137,366 | (101,242) |
| Net cash inflow (outflow) from operating activities | 464,280 | 246,929 |
| Net cash inflow (outflow) from investing activities | (33,984) | (29,425) |
| Net cash inflow (outflow) from financing activities | (58,059) | (461,992) |
| Increase (decrease) in cash and cash equivalents | 369,227 | (217,692) |
| Cash and cash equivalents at beginning of year | 817,302 | 1,034,994 |
| Cash and cash equivalents at end of year | 1,186,529 | 817,302 |
Net cash inflow from operating activities for the current year amounted to NT$464,280 thousand, representing an increase compared to the previous year, primarily due to a significant improvement in profitability and effective inventory reduction. After repaying part of its bank borrowings, the Company's overall cash position continued to strengthen. The ending balance of cash and cash equivalents was NT$1,186,529 thousand, an increase of NT$369,227 thousand from the beginning of the period, indicating improved efficiency in capital utilization and continued enhancement of the Company's financial structure.
- profitability ability analysis:
As market demand recovers and product strategies are adjusted, the Company's profitability indicators have gradually improved. Return on assets, return on equity, and net profit margin have all increased significantly compared to the previous period, indicating continued optimization in operational efficiency and capital utilization. The Company has rebounded from its low point and entered a stage of stable growth; the analysis of various financial ratios is as follows:
| Item / Year | 2025 | 2024 |
|---|---|---|
| Return on assets (%) | 5.06 | (3.41) |
| Return on equity (ROE) | 5.67 | (4.38) |
| Operating profits to paid-up capital ratio (%) | 17.64 | (24.92) |
| Income before tax to paid-up capital ratio (%) | 17.73 | (13.07) |
| Net profit margin (%) | 7.32 | (5.94) |
| Earnings per share (NT$) | 1.74 | (1.33) |
II. Business plan and future development blueprint
In 2026, the Company will build upon the growth momentum of 2025 and continue to focus on image sensing application sectors, including security surveillance, automotive electronics, consumer electronics, and biochips. It will also introduce low-power design to integrate applications driven by artificial intelligence (AI). In addition to traditional security surveillance and home safety applications, demand for multi-camera systems, smart door locks, and various AIoT camera application scenarios is also growing rapidly.
The Company's primary wafer supplier, PSMC is adjusting its operational strategy and will begin reducing or discontinuing process support for CIS products starting in April 2026. Accordingly, the Company's key focus in 2026 will be to support customers' inventory build-up needs for 2026 and the first quarter of 2027, while simultaneously carrying out supply chain adjustments and transitions.
In terms of core technology development, the Company will continue to advance diversified supply chain collaboration and further develop backside illumination (BSI) technology and near-infrared enhanced sensing technology, expanding into the automotive imaging market for applications such as driver monitoring systems (DMS). In addition, the second-generation global shutter products have been successfully developed and will be further expanded into high-speed image recognition and industrial vision applications.
III. R&D Directions and Technological Development
The Company's R&D expenses for 2025 amounted to NT$297,854 thousand. By integrating resources from wafer foundry partners and its in-house R&D capabilities, the Company continues to drive key technological innovations; the technologies and products that have been developed or are currently under development include:
(1) BSI products.
(2) Near-infrared sensing enhancement technology.
(3) Vehicle specification AEC-Q100 certification.
(4) High dynamic range products used in automotive and security monitoring and identification markets.
(5) Global Shutter products.
(6) A new generation of FSI high-performance/cost optimized products.
(7) Design and process development of sensors for special applications.
IV. Future development strategies operation risks
From an operational perspective, the overall consumer market continues to face multiple challenges. Rapid growth in AI demand has tightened memory supply and driven price increases, which may further suppress consumer market demand. Meanwhile, fluctuations in the international landscape and the uncertainty surrounding new U.S. tariff policies contribute to a highly uncertain market environment.
From a supply chain perspective, factors including operational adjustments by the Company's foundry partner (PSMC) have led to a gradual reduction in support from mature process supply chains outside mainland China for low- to mid-end consumer products, which will also impact the Company's overall strategic positioning and supply capabilities.
The Company will continue to focus on differentiated image sensing technologies, expand into diversified application markets, and deepen relationships with high-quality customers. At the same time, it will actively expand into different regional markets to diversify operational risks and enhance overall competitiveness. In response to market demand, the Company will also adopt a more proactive approach to supply chain de-risking.
In terms of technology, the Company will continue to advance the development of backside illumination (BSI), near-infrared enhancement, global shutter technologies, automotive electronics applications, and low-power always-on functions. By aligning with the functional requirements of AI-enabled smart devices, the Company aims to deepen strategic collaboration with customers and jointly create long-term value.
V. Expected Sales Volume and Its Basis
Although the Company will face supply chain adjustments in 2026, its overall production plan will continue to support customer demand and is expected to grow compared to 2025. The Company will continue to expand its market presence and develop new product offerings to maintain stable growth momentum.
VI. Sustainable Development and Corporate Social Responsibility
The Company actively promotes green manufacturing and energy-saving and carbon reduction initiatives, with a strong focus on environmental protection, while implementing its sustainable development goals.
Looking ahead, the Company will uphold a prudent and steady management approach, continue to strengthen supply chain management and operational efficiency, and actively expand its market presence. The Company hereby expresses its sincere appreciation to all shareholders, customers, and suppliers for their long-term support, and extends its gratitude to all employees for their dedication and contributions. The Company will continue to deliver strong operating performance and stable growth in return for the trust placed in it by all stakeholders.
Chairman: James He
General Manager : Bob Chen
Finance/Accounting Supervisor : Steffi Huang
(Attachment II)
Audit Committee’s Review Report (Translation)
The Board of Directors prepared the Company’s 2025 Business Report, Financial Report (including consolidated financial statements), and Earnings Distribution Proposal. Of which the Financial Statement was audited by Deloitte &Touche Taipei, Taiwan Republic of China with Audit Report issued.
The Business Report, Financial Statement (including the consolidated financial statements), and Earnings Distribution Proposal have been reviewed by the Audit Committee and no irregularities were found. We hereby report as above according to the Securities and Exchange Act and the Company Act. Please kindly approve.
To Silicon Optronics, Inc. 2026 Annual Shareholders’ Meeting
Silicon Optronics, Inc.
Chairman of the Audit Committee: Joseph Li
March 5, 2026
(Attachment III)
(1) The status of remuneration and other compensation paid to directors by the Company for the year 2025:
| Title/ Name | Name | Directors' Remuneration | Other Compensation | Total | Sum to net income ratio | ||
|---|---|---|---|---|---|---|---|
| Base compensation | Retirement pay and pension | Business Expenses | |||||
| Chairman | XinPing He | 0 | 0 | 0 | 80 | 80 | 0.06% |
| Representative | Heritage Bay Limited | 400 | 0 | 0 | 0 | 400 | 0.30% |
| Director | Sophie Cheng | 0 | 0 | 0 | 80 | 80 | 0.06% |
| Representative | Heritage Bay Limited | 400 | 0 | 0 | 0 | 400 | 0.30% |
| Director | Sen-Chou Lo | 400 | 0 | 0 | 80 | 480 | 0.35% |
| Independent Director | Joseph Li | 400 | 600 | 0 | 0 | 1,000 | 0.74% |
| Independent Director | Hsin-Hsin Lee | 400 | 600 | 0 | 0 | 1,000 | 0.74% |
| Independent Director | JJ Lin(Note) | 0 | 400 | 0 | 0 | 400 | 0.30% |
| Independent Director | Jim Lai | 400 | 600 | 0 | 0 | 1,000 | 0.74% |
| Total | 2,500 | 2,200 | 0 | 240 | 4,840 | 3.59% |
Note : Resigned on July 1, 2025.
(2) The policies, standards, and packages for payment of remuneration, as well as the procedures followed for determining the remuneration, and their linkages to business performance and future risk exposure:
The remuneration paid by the Company to its directors includes directors' compensation, attendance fees, and directors' remuneration. Directors' compensation covers remuneration for serving as directors and as members of functional committees under the Board, and is determined with reference to industry standards, individual contributions to the Company, and the degree of participation in operations. Such compensation is reviewed and approved by the Remuneration Committee and the Board of Directors and is paid as a fixed monthly amount. Attendance fees are determined with reference to industry standards and are paid based on directors' attendance at board meetings. Directors' remuneration is handled in accordance with the Company's Articles of Incorporation. If the Company records a profit in a given year (i.e., profit before tax prior to the allocation of employee and directors' remuneration), no more than $3\%$ shall be allocated as directors' remuneration. However, any accumulated losses must first be offset. The proposal shall be reviewed by the Remuneration Committee and the Board of Directors and then
submitted to the shareholders' meeting for approval. Directors' remuneration is distributed based on the number of days each director has served during the year.
The Company conducts annual performance evaluations in accordance with the "Board Performance Evaluation Policy," and the performance of directors is incorporated as a reference indicator in determining their remuneration. Evaluation criteria include, among others, whether directors or managerial officers have been involved in ethical risk events or other incidents that negatively affect the Company's image or reputation, instances of inadequate internal management, or personnel misconduct. The remuneration ratio is determined based on a comprehensive assessment of factors such as target achievement rate, profitability, operational efficiency, and individual contributions. Reasonable remuneration is thereby granted, and the remuneration system for directors and managerial officers is reviewed and adjusted as necessary in response to actual operating conditions and relevant regulations.
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(Attachment IV)
Independent Auditors' Report (Consolidated Financial Statements)
The Board of Directors and Shareholders
Silicon Optronics, Inc.
Opinion
We have audited the accompanying consolidated financial statements of Silicon Optronics, Inc. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Group's consolidated financial statements for the year ended December 31, 2025 are described as follows:
Sales Revenue
The Group's sales revenue derived from its key customers accounted for a high proportion of the overall sales revenue. Since the sales amount from the transactions with these customers is significant to the overall sales revenue, we believe that there is a risk in the validity of the Group's sales transactions; therefore, we identified the validity of sales revenue from the key customers as a key audit matter for the year ended December 31, 2025. For the accounting policies on revenue recognition, refer to Note 4(m) to the consolidated financial statements.
Our main audit procedures performed with respect to the above-mentioned key audit matter are as follows:
- We obtained an understanding of the design and implementation of internal controls on revenue recognition and tested the effectiveness of these controls.
- We confirmed the occurrence of sales revenue as follows: we selected samples and inspected the relevant supporting documents and accounting records, and we verified the accuracy of the amounts and revenue recognized.
Inventory Valuation
As of December 31, 2025, the Group’s inventory balance was $938,402 thousand, accounting for 34% of the combined total assets. For the related accounting policies, refer to Note 4(g) to the consolidated financial statements. Since the amount of inventory is significant and the assessment of net realizable value involves significant management judgments, we considered the inventory valuation a key audit matter.
Our main audit procedures performed with respect to the above-mentioned key audit matter are as follows:
- Based on our understanding of the industry and nature of the products of the Group, we verified the appropriateness of the method of inventory aging management, and we also selected samples of and tested the appropriateness of the aging classification.
- We performed recalculations and determined that the assessment of the net realizable value was reasonable, and we verified that the inventories were measured at the lower of cost and net realizable value based on the most recent raw material quotes or sales data. We also assessed the reasonableness of the assessment of changes in the provision for inventory write-downs.
- We obtained and verified the details of inventory valuation and obsolescence losses and aging data, and we analyzed the reasons for the differences in the provision for loss in 2025 compared to 2024. We also assessed that the provision for inventory valuation and obsolescence losses was appropriate.
Other Matter
We have also audited the parent company only financial statements of Silicon Optronics, Inc. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Ming-Hui Chen and Tung-Hui Yeh.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 5, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
Independent Auditors' Report (Parent Company Only Financial Statements)
The Board of Directors and Shareholders
Silicon Optronics, Inc.
Opinion
We have audited the accompanying parent company only financial statements of Silicon Optronics, Inc. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and the parent company only financial performance and the parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the Company's parent company only financial statements for the year ended December 31, 2025 are described as follows:
Sales Revenue
The Company's sales revenue derived from its key customers accounted for a high proportion of the overall sales revenue. Since the sales amount from the transactions with these customers is significant to the overall sales revenue, we believe that there is a risk in the validity of the Company's sales transactions; therefore, we identified the validity of sales revenue from the key customers as a key audit matter for the year ended December 31, 2025. For the accounting policies on the revenue recognition, refer to Note 4 (k) to the parent company only financial statements.
Our main audit procedures performed with respect to the above-mentioned key audit matter are as follows:
- We obtained an understanding of the design and implementation of internal controls on revenue recognition and tested the effectiveness of these controls.
- We confirmed the occurrence of sales revenue as follows: we selected samples and inspected the relevant supporting documents and accounting records, and we verified the accuracy of the amounts and revenue recognized.
Inventory Valuation
As of December 31, 2025, the Company's inventory balance was $938,402 thousand, accounting for 34% of the combined total assets. For the related accounting policies, please refer to Note 4 (e) to the parent company only financial
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statements. Since the amount of the inventory is significant and the assessment of net realizable value involves significant management judgments, we considered the inventory valuation as a key audit matter.
Our main audit procedures performed with respect to the above-mentioned key audit matter are as follows:
- Based on our understanding of the industry and nature of the products of the Company, we verified the appropriateness of the method of inventory aging management, and we also selected samples of and tested the appropriateness of the aging classification.
- We performed recalculations and determined that the assessment of the net realizable value was reasonable, and we verified that the inventories were measured at the lower of cost and net realizable value based on the most recent raw material quotes or sales data. We also assessed the reasonableness of the assessment of changes in the provision for inventory write-downs.
- We obtained and verified the details of inventory valuation and obsolescence losses and aging data, and we analyzed the reasons for the differences in the provision for loss in 2025 compared to 2024. We also assessed that the provision for inventory valuation and obsolescence losses was appropriate.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
13
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Ming-Hui Chen and Tung-Hui Yeh.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 5, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, parent company only financial performance and parent company only cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.
(Attachment V)
SILICON OPTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,186,529 | 43 | $ 817,302 | 32 |
| Accounts receivable - net (Notes 4 and 8) | 116,183 | 4 | 64,249 | 3 |
| Inventories (Notes 4, 5 and 9) | 938,402 | 34 | 1,171,279 | 45 |
| Prepayments and other current assets (Notes 4, 14 and 25) | 136,452 | 5 | 134,090 | 5 |
| Total current assets | 2,377,566 | 86 | 2,186,920 | 85 |
| NON-CURRENT ASSETS | ||||
| Financial assets at amortized cost - noncurrent (Notes 4, 7, 25 and 27) | 3,596 | 3,572 | - | |
| Property, plant and equipment (Notes 4 and 11) | 48,798 | 2 | 52,094 | 2 |
| Right-of-use assets (Notes 4 and 12) | 14,371 | 1 | 8,809 | - |
| Goodwill (Note 4 and 13) | 199,228 | 7 | 199,228 | 8 |
| Intangible assets (Notes 4 and 13) | 8,263 | - | 11,306 | 1 |
| Deferred tax assets (Notes 4 and 21) | 109,704 | 4 | 113,244 | 4 |
| Other non-current assets (Notes 4, 14 and 17) | 14,367 | - | 9,113 | - |
| Total non-current assets | 398,327 | 14 | 397,366 | 15 |
| TOTAL | $ 2,775,893 | 100 | $ 2,584,286 | 100 |
| LIABILITIES AND EQUITY | 2025 | 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | % | Amount | % | |
| CURRENT LIABILITIES | ||||
| Contract liabilities - current (Note 19) | $ 30,611 | 1 | $ 11,817 | 1 |
| Accounts payable (Note 4) | 176,569 | 6 | 108,670 | 4 |
| Accrued expenses and other current liabilities (Notes 4 and 16) | 65,800 | 3 | 30,930 | 1 |
| Current tax liabilities (Notes 4 and 21) | 3,840 | - | 7,485 | - |
| Lease liabilities - current (Notes 4 and 12) | 7,094 | - | 3,630 | - |
| Current portion of long - term borrowing (Note 15) | - | - | 50,000 | 2 |
| Refund liabilities - current (Note 16) | 30,402 | 1 | 53,200 | 2 |
| Total current liabilities | 314,316 | 11 | 265,732 | 10 |
| NON-CURRENT LIABILITIES | ||||
| Deferred income tax liabilities (Notes 4 and 21) | 3,349 | - | 4,724 | - |
| Lease liabilities - non-current (Notes 4 and 12) | 7,036 | 1 | 5,002 | 1 |
| Total non-current liabilities | 10,385 | 1 | 9,726 | 1 |
| Total liabilities | 324,701 | 12 | 275,458 | 11 |
| EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY (Notes 4, 18 and 23) | ||||
| Ordinary shares | 774,759 | 28 | 774,759 | 30 |
| Capital surplus | 1,156,394 | 42 | 1,146,572 | 44 |
| Retained earnings | ||||
| Legal reserve | 180,425 | 6 | 180,425 | 7 |
| Unappropriated earnings | 337,364 | 12 | 202,226 | 8 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | 2,250 | - | 4,846 | - |
| Total equity | 2,451,192 | 88 | 2,308,828 | 89 |
| TOTAL | $ 2,775,893 | 100 | $ 2,584,286 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
SILICON OPTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 19 and 30) | $ 1,845,343 | 100 | $ 1,731,031 | 100 |
| OPERATING COSTS (Notes 9 and 20) | 1,349,720 | 73 | 1,606,492 | 93 |
| GROSS PROFIT | 495,623 | 27 | 124,539 | 7 |
| OPERATING EXPENSES (Notes 20 and 26) | ||||
| Selling and marketing expenses | 16,142 | 1 | 18,483 | 1 |
| General and administrative expenses | 44,991 | 3 | 38,675 | 2 |
| Research and development expenses | 297,854 | 16 | 260,424 | 15 |
| Total operating expenses | 358,987 | 20 | 317,582 | 18 |
| OPERATING INCOME PROFIT (LOSS) FROM OPERATING | 136,636 | 7 | (193,043) | (11) |
| NON-OPERATING INCOME AND EXPENSES (Note 20) | ||||
| Interest income | 26,195 | 1 | 43,827 | 2 |
| Other income | 2,228 | - | 360 | - |
| Other gains and losses | (26,769) | (1) | 54,388 | 3 |
| Financial costs | (924) | - | (6,774) | - |
| Total non-operating income and expenses | 730 | - | 91,801 | 5 |
| PROFIT (LOSS) BEFORE INCOME TAX | 137,366 | 7 | (101,242) | (6) |
| INCOME TAX EXPENSE (Notes 4 and 21) | (2,360) | - | (1,538) | - |
| NET PROFIT (LOSS) FOR THE YEAR | 135,006 | 7 | (102,780) | (6) |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Notes 4 and 17) | 132 | - | 184 | - |
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences on translating the financial statements of foreign operations (Notes 4 and 18) | (2,596) | - | 5,537 | - |
| Total other comprehensive (loss) income | (2,464) | - | 5,721 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 132,542 | 7 | $ (97,059) | (6) |
| EARNINGS (LOSS) PER SHARE (Note 22) | ||||
| Basic | $ 1.74 | $ (1.33) | ||
| Diluted | $ 1.74 | $ (1.33) |
The accompanying notes are an integral part of the consolidated financial statements.
SILICON OPTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Share Capital | Capital Surplus | Retained Earnings | Other Equity Exchange Difference on Translating the Financial Statements of Foreign Operations | Treasury Shares | Total Equity | |||
|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Legal Reserve | Unappropriated Earnings | |||||
| BALANCE, JANUARY 1, 2024 | 78,456 | $ 784,559 | $ 1,209,326 | $ 180,425 | $ 304,822 | $ (691) | $ (96,995) | $ 2,381,446 |
| Appropriation of 2023 earnings | ||||||||
| Legal reserve | - | - | - | - | - | - | - | - |
| Special reserve | - | - | - | - | - | - | - | - |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (102,780) | - | - | (102,780) |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 184 | 5,537 | - | 5,721 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | - | (102,596) | 5,537 | - | (97,059) |
| Issuance of ordinary shares under employee share options | 20 | 200 | 1,792 | - | - | - | - | 1,992 |
| Cancellation of treasury shares | (1,000) | (10,000) | (86,995) | - | - | - | 96,995 | - |
| Share-based payment | - | - | 22,449 | - | - | - | - | 22,449 |
| BALANCE, DECEMBER 31, 2024 | 77,476 | 774,759 | 1,146,572 | 180,425 | 202,226 | 4,846 | - | 2,308,828 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 135,006 | - | - | 135,006 |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 132 | (2,596) | - | (2,464) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 135,138 | (2,596) | - | 132,542 |
| Issuance of ordinary shares under employee share options | - | - | 9,822 | - | - | - | - | 9,822 |
| BALANCE, DECEMBER 31, 2025 | 77,476 | $ 774,759 | $ 1,156,394 | $ 180,425 | $ 337,364 | $ 2,250 | $ - | $ 2,451,192 |
The accompanying notes are an integral part of the consolidated financial statements.
SILICON OPTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income (loss) tax | $ 137,366 | $ (101,242) |
| Adjustments for: | ||
| Depreciation expenses | 61,218 | 50,789 |
| Amortization expenses | 10,043 | 3,371 |
| Finance costs | 924 | 6,774 |
| Interest income | (26,195) | (43,827) |
| Share-based payment | 9,822 | 22,449 |
| Net loss (gain) on foreign currency exchange | 4,539 | (23,937) |
| Gain from lease modification | - | (13) |
| Changes in operating assets and liabilities | ||
| Accounts receivable | (51,817) | (16,086) |
| Inventories | 232,877 | 353,214 |
| Prepayments and other current assets | 8,281 | 42,190 |
| Contract liabilities | 18,979 | (28,058) |
| Accounts payable | 68,592 | 17,354 |
| Accrued expenses and other current liabilities | 31,655 | (2,831) |
| Refund liabilities | (22,798) | (26,066) |
| Net defined benefit assets | (52) | (42) |
| Cash generated from operations | 483,434 | 254,039 |
| Income tax paid | (19,154) | (7,110) |
| Net cash generated from operating activities | 464,280 | 246,929 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at amortized cost | (1,024) | (23) |
| Proceeds from financial assets at amortized cost | 1,000 | - |
| Payments of property, plant and equipment | (45,698) | (61,114) |
| Increase in refundable deposits | (4,873) | - |
| Decrease in refundable deposits | - | 3 |
| Payments for intangible assets | (7,384) | (13,204) |
| Payments for right-of-use assets | (2,120) | (2,205) |
| Interest received | 26,115 | 47,118 |
| Net cash used in investing activities | (33,984) | (29,425) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term loans | - | 100,000 |
| Repayments of short-term loans | - | (300,000) |
| Repayments of long-term loans | (50,000) | (250,000) |
| Repayment of the principal portion of lease liabilities | (7,096) | (6,937) |
| Exercise of employee share options | - | 1,992 |
| Interest paid | (963) | (7,047) |
| Net cash used in financing activities | (58,059) | (461,992) |
(Continued)
19
SILICON OPTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | $ (3,010) | $ 26,796 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 369,227 | (217,692) |
| CASH AT THE BEGINNING OF THE YEAR | 817,302 | 1,034,994 |
| CASH AT THE END OF THE YEAR | $ 1,186,529 | $ 817,302 |
The accompanying notes are an integral part of the consolidated financial statements.(Concluded)
SILICON OPTRONICS, INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,143,938 | 41 | $ 764,612 | 30 |
| Accounts receivable - net (Notes 4 and 8) | 116,183 | 4 | 64,249 | 2 |
| Inventories (Notes 4, 5 and 9) | 938,402 | 34 | 1,171,279 | 45 |
| Prepayments and other current assets (Notes 4, 14 and 25) | 85,234 | 3 | 95,458 | 4 |
| Total current assets | 2,283,757 | 82 | 2,095,598 | 81 |
| NON-CURRENT ASSETS | ||||
| Financial assets at amortized cost - noncurrent (Notes 4, 7, 25 and 27) | 3,596 | 3,572 | - | |
| Investment accounted for using the equity method (Notes 4 and 10) | 315,400 | 12 | 310,917 | 12 |
| Property, plant and equipment (Notes 4 and 11) | 48,489 | 2 | 51,711 | 2 |
| Right-of-use assets (Notes 4 and 12) | 9,272 | - | 693 | - |
| Intangible assets (Notes 4 and 13) | 1,471 | - | 2,378 | - |
| Deferred tax assets (Notes 4 and 21) | 109,704 | 4 | 113,244 | 5 |
| Other non-current assets (Notes 4, 14 and 17) | 2,894 | - | 2,710 | - |
| Total non-current assets | 490,826 | 18 | 485,225 | 19 |
| TOTAL | $ 2,774,583 | 100 | $ 2,580,823 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
| LIABILITIES AND EQUITY | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT LIABILITIES | ||||
| Contract liabilities - current (Note 19) | $ 30,611 | 1 | $ 11,817 | 1 |
| Accounts payable (Note 4) | 176,569 | 7 | 108,670 | 4 |
| Accrued expenses and other current liabilities (Notes 4 and 16) | 55,444 | 2 | 27,177 | 1 |
| Other payables to related parties (Notes 4 and 26) | 13,870 | 1 | 8,260 | 1 |
| Current tax liabilities (Notes 4 and 21) | 3,789 | - | 7,442 | - |
| Lease liabilities - current (Notes 4 and 12) | 4,263 | - | 705 | - |
| Current portion of long - term borrowing (Note 15) | - | - | 50,000 | 2 |
| Refund liabilities - current (Note 16) | 30,402 | 1 | 53,200 | 2 |
| Total current liabilities | 314,948 | 12 | 267,271 | 11 |
| NON-CURRENT LIABILITIES | ||||
| Deferred income tax liabilities (Notes 4 and 21) | 3,349 | - | 4,724 | - |
| Lease liabilities -non-current (Notes 4 and 12) | 5,094 | - | - | - |
| Total non-current liabilities | 8,443 | - | 4,724 | - |
| Total liabilities | 323,391 | 12 | 271,995 | 11 |
| EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY (Notes 4, 18 and 23) | ||||
| Ordinary shares | 774,759 | 28 | 774,759 | 30 |
| Capital surplus | 1,156,394 | 42 | 1,146,572 | 44 |
| Retained earnings | ||||
| Legal reserve | 180,425 | 6 | 180,425 | 7 |
| Unappropriated earnings | 337,364 | 12 | 202,226 | 8 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | 2,250 | - | 4,846 | - |
| Total equity | 2,451,192 | 88 | 2,308,828 | 89 |
| TOTAL | $ 2,774,583 | 100 | $ 2,580,823 | 100 |
SILICON OPTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4 and 19) | $ 1,845,343 | 100 | $ 1,731,031 | 100 |
| OPERATING COSTS (Notes 9 and 26) | 1,349,720 | 73 | 1,606,492 | 93 |
| GROSS PROFIT | 495,623 | 27 | 124,539 | 7 |
| OPERATING EXPENSES (Notes 20 and 26) | ||||
| Selling and marketing expenses | 13,741 | 1 | 16,701 | 1 |
| General and administrative expenses | 44,991 | 2 | 38,676 | 2 |
| Research and development expenses | 307,539 | 17 | 269,242 | 16 |
| Total operating expenses | 366,271 | 20 | 324,619 | 19 |
| PROFIT (LOSS) FROM OPERATING | 129,352 | 7 | (200,080) | (12) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 20) | 26,186 | 1 | 43,810 | 2 |
| Other income (Note 20) | 2,228 | - | 360 | - |
| Other gains and losses (Note 20) | (26,869) | (1) | 50,640 | 3 |
| Financial costs (Note 20) | (805) | - | (6,711) | - |
| Share of income of subsidiaries (Notes 4 and 10) | 7,079 | - | 9,201 | 1 |
| Total non-operating income and expenses | 7,819 | - | 97,300 | 6 |
| PROFIT (LOSS) BEFORE INCOME TAX | 137,171 | 7 | (102,780) | (6) |
| INCOME TAX EXPENSE (Notes 4 and 21) | (2,165) | - | - | - |
| NET PROFIT (LOSS) FOR THE YEAR | 135,006 | 7 | (102,780) | (6) |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Notes 4 and 17) | 132 | - | 184 | - |
| Item that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations (Notes 4 and 18) | (2,596) | - | 5,537 | - |
| Total other comprehensive (loss) income | (2,464) | - | 5,721 | - |
| TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | $ 132,542 | 7 | $ (97,059) | (6) |
| EARNINGS (LOSS) PER SHARE (Note 22) | ||||
| Basic | $ 1.74 | $ (1.33) | ||
| Diluted | $ 1.74 | $ (1.33) |
The accompanying notes are an integral part of the parent company only financial statements.
SILICON OPTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Ordinary Share Capital | Capital Surplus | Retained Earnings | Other Equity Exchange Differences on Translating the Financial Statements of Foreign Operations | Treasury Shares | Total Equity | |||
|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Legal Reserve | Unappropriated Earnings | |||||
| BALANCE, JANUARY 1, 2024 | 78,456 | $ 784,559 | $ 1,209,326 | $ 180,425 | $ 304,822 | $ (691) | $ (96,995) | $ 2,381,446 |
| Net loss for the year ended December 31, 2024 | - | - | - | - | (102,780) | - | - | (102,780) |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 184 | 5,537 | - | 5,721 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | - | (102,596) | 5,537 | - | (97,059) |
| Issuance of ordinary shares under employee share options | 20 | 200 | 1,792 | - | - | - | - | 1,992 |
| Cancellation of treasury shares | (1,000) | (10,000) | (86,995) | - | - | - | 96,995 | - |
| Share-based payment arrangements | - | - | 22,449 | - | - | - | - | 22,449 |
| BALANCE, DECEMBER 31, 2024 | 77,476 | 774,759 | 1,146,572 | 180,425 | 202,226 | 4,846 | - | 2,308,828 |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 135,006 | - | - | 135,006 |
| Other comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 132 | (2,596) | - | (2,464) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 135,138 | (2,596) | - | 132,542 |
| Share-based payment arrangements | - | - | 9,822 | - | - | - | - | 9,822 |
| BALANCE, DECEMBER 31, 2025 | 77,476 | $ 774,759 | $ 1,156,394 | $ 180,425 | $ 337,364 | $ 2,250 | $ - | $ 2,451,192 |
The accompanying notes are an integral part of the parent company only financial statements.
SILICON OPTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income loss tax | $ 137,171 | $ (102,780) |
| Adjustments for: | ||
| Depreciation expenses | 56,273 | 45,594 |
| Amortization expenses | 5,973 | 550 |
| Finance costs | 805 | 6,711 |
| Interest income | (26,186) | (43,810) |
| Share-based payment | 9,822 | 22,449 |
| Share of profit of subsidiaries | (7,079) | (9,201) |
| Net loss (gain) on foreign currency exchange | 6,874 | (28,999) |
| Changes in operating assets and liabilities | ||
| Accounts receivable | (51,817) | (16,086) |
| Inventories | 232,877 | 353,214 |
| Prepayments and other current assets | 8,133 | 34,421 |
| Contract liabilities | 18,979 | (28,058) |
| Accounts payable | 68,593 | 21,391 |
| Other payables to related parties | 5,610 | (22) |
| Accrued expenses and other current liabilities | 25,052 | (2,871) |
| Refund liabilities | (22,798) | (26,066) |
| Net defined benefit liabilities | (52) | (42) |
| Cash generated from operations | 468,230 | 226,395 |
| Income tax paid | (6,234) | (5,567) |
| Net cash generated from operating activities | 461,996 | 220,828 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at amortized cost | (1,024) | (23) |
| Proceeds from sale of financial assets at amortized cost | 1,000 | - |
| Payments for property, plant and equipment | (45,647) | (60,927) |
| Payments for intangible assets | (5,066) | (2,788) |
| Interest received | 26,107 | 47,102 |
| Net cash used in investing activities | (24,630) | (16,636) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term loans | - | 100,000 |
| Repayments of short-term loans | - | (300,000) |
| Repayments of long-term loans | (50,000) | (250,000) |
| Repayment of the principal portion of lease liabilities | (4,186) | (4,196) |
| Exercise of employee share options | - | 1,992 |
| Interest paid | (844) | (6,985) |
| Net cash used in financing activities | (55,030) | (459,189) |
(Continued)
24
SILICON OPTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (3,010) | 26,796 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 379,326 | (228,201) |
| CASH AT THE BEGINNING OF THE YEAR | 764,612 | 992,813 |
| CASH AT THE END OF THE YEAR | $ 1,143,938 | $ 764,612 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
(Attachment VI)
Silicon Optronics, Inc.
Earnings Distribution Table
Year 2025
Unit: NT$
| Unappropriated retained earnings of previous years | $202,225,778 |
|---|---|
| Plus: Net profit for the year | 135,006,377 |
| Plus: Retained earnings recognized from remeasurement of | |
| Plus: Actual gain defined benefit plans | 131,729 |
| Retained earnings available for distribution | 337,363,884 |
| Distribution items; | |
| Provision for legal reserve | (13,513,811) |
| Shareholders’ dividends | (61,980,720) |
| Unappropriated Retained Earnings | $261,869,353 |
Chairman: James He
Manager: Bob Chen
Finance/Accounting Supervisor: Steffi Huang

(Attachment VII)
Silicon Optronics, Inc.
List of Director Candidates
| Nominees by category | Name | Shareholding | Education | Experiences | Current position |
|---|---|---|---|---|---|
| Director | Heritage Bay Limited | 17,691,413 | - | - | - |
| Representative: James He | 150,000 | M.Eng. In Institute of Microelectronics, Tsinghua University, Beijing | Director & COO, OmniVision Technologies, Inc. | ||
| Director, Xintec Inc | |||||
| Director, OmniVision Technology International Ltd. | |||||
| Director,OmniVisionTechnologies (Shanghai), Co. Ltd. Director, | |||||
| Director,ShanghaiOmniVision Semiconductor Technology, Co. Ltd. | |||||
| Chairman, Taiwan OmniVision Technologies, Inc. | President, Silicon Optronics, Inc. | ||||
| President, Nueva Imaging Inc | |||||
| President, Silicon Optronics Holding (Cayman) Co., Ltd. | |||||
| Director of Heritage Bay Limited | |||||
| Director | Sen-Chou Lo | - | B.S. in Computer Science, Soochow University | ||
| California State University Chico MSCS, USA | |||||
| National University MBA, San Jose, USA | Founder and CEO of Intervideo, Inc., US | Chairman, Ivy Asset Management Consulting, Inc. | |||
| Director, HEADWAY CAPITAL LIMITED | |||||
| Director of ORIENTAL GOLD HOLDINGS LIMITED | |||||
| Chairman of Chipbond Technology Corporation (representative of Egis Technology Inc.) | |||||
| Chairman of Alcor Micro Corp. (representative of Egis Technology Inc.) | |||||
| Chairman of Analogix Semiconductor Inc. (representative of Alcor Micro Corp.) | |||||
| Director of eMemory Technology Inc. (representative of Alcor Micro Corp.) | |||||
| Director of Newracom Inc. | |||||
| Chairman of Gear Radio Co., Ltd. (representative of Gear Radio Limited) | |||||
| Chairman of Gear Radio Limited (representative of United Microelectronics Corporation) | |||||
| Chairman of Giantec Semiconductor Corporation (representative of Egis Technology Inc.) |
| Nominees by category | Name | Shareholding | Education | Experiences | Current position |
|---|---|---|---|---|---|
| Chairman of Kneron Inc. (representative of Egis Technology Inc.) | |||||
| Independent Director | Simon Wang | - | Ph.D. in Chemical Engineering, Columbia University M.S. in Chemical Engineering, Columbia University B.S. in Chemical Engineering, National Taiwan University | Vice President of Macronix International Co., Ltd. Senior Director of Taiwan Semiconductor Manufacturing Company Project Manager at Intel Corporation | Advisor to Zillion Information Technology Co., Ltd. Independent Director of Hybert Technology Co., Ltd. Independent Director of Entropy Technology Co., Ltd. |
| Independent Director | Tina Cheng | - | Master of Business Administration (Accounting), National Chengchi University | Partner at PwC Taiwan. | Partner at PwC Taiwan. |
| Independent Director | Titan Dzeng | - | Master of Business Administration (Finance), National Chengchi University | Chief Financial Officer of Eastern Media Group Chief Financial Officer of Shanghai Jingheng Group Senior Vice President at Lehman Brothers and HSBC | - |
Notes:
- Upon review of the basic information forms and declarations of the independent director nominees, all nominees meet the qualifications for independent directors.
- The term of the 10th Board of Directors is from May 25, 2026 to May 24, 2029.
(Attachment VIII)
Silicon Optronics, Inc.
Description for the Candidate Directors' Behavior Involving Competing Business
| Title of the Candidates | Name | Holding Directors' duties in other business entities |
|---|---|---|
| Representative of juridical person director | James He | President, Nueva Imaging Inc |
| President, Silicon Optronics Holding (Cayman) Co., Ltd. | ||
| Director of Heritage Bay Limited | ||
| Director | Sen-Chou Lo | Chairman, Egis Technology Inc. |
| Chairman, Ivy Asset Management Consulting, Inc. | ||
| Director, HEADWAY CAPITAL LIMITED | ||
| Director of ORIENTAL GOLD HOLDINGS LIMITED | ||
| Chairman of Chipbond Technology Corporation (representative of Egis Technology Inc.) | ||
| Chairman of Alcor Micro Corp. (representative of Egis Technology Inc.) | ||
| Chairman of Analogix Semiconductor Inc. (representative of Alcor Micro Corp.) | ||
| Director of eMemory Technology Inc. (representative of Alcor Micro Corp.) | ||
| Director of Newracom Inc. | ||
| Chairman of Gear Radio Co., Ltd. (representative of Gear Radio Limited) | ||
| Chairman of Gear Radio Limited (representative of United Microelectronics Corporation) | ||
| Chairman of Giantec Semiconductor Corporation (representative of Egis Technology Inc.) | ||
| Chairman of Kneron Inc. (representative of Egis Technology Inc.) | ||
| Independent Director | Simon Wang | Advisor to Zillion Information Technology Co., Ltd. |
| Independent Director of Hybert Technology Co., Ltd. | ||
| Independent Director of Entropy Technology Co., Ltd. | ||
| Independent Director | Tina Cheng | Partner at PwC Taiwan. |
| Independent Director | Titan Dzeng | - |
(Appendix I)
Silicon Optronics, Inc.
Procedure for the Election of Directors
Article 1. For the purpose of fair, just and open election of directors, we hereby established this procedure in accordance with Article 21 and Article 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2. Unless otherwise provided by law or the Articles of Incorporation, the election of directors of the Company shall be governed by these Regulations.
Article 3. The selection of the Company's directors shall take into account the overall configuration of the Board of Directors. The composition of the board of directors should consider diversification, and formulate appropriate plans for its own operations, operating patterns and development needs diversification policy, including but not limited to the following two major standards:
- Basic requirements and values: Gender, age, nationality, culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. All members of the board shall have the knowledge, skills, and literacy necessary to perform their duties and shall possess the following abilities:
(1) Ability to make operational judgments and conduct management administration.
(2) Ability to perform accounting and financial analysis.
(3) Ability to conduct crisis management.
(4) A knowledge of the industry and an international market perspective.
(5) Ability to lead and make policy decisions.
(6) Other.
The company shall have more than half of the seats of directors, and shall not have any kinship within the spouse or second grade.
The Board of Directors of the Company shall consider adjusting the composition of the Board of Directors based on the results of the performance evaluation.
Article 4. The qualification of independent directors should comply Articles 2, 3 and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of the Company shall be in accordance with Articles 5, 6, 7, 8 and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and in accordance with Articles 24 and 43 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 5. The election of directors of the Company shall be conducted in accordance with the procedures of the candidate nomination system set forth in Article 192-1 of the Company Act. When the
number of directors falls below five due to the discharge of a director for any reason, the company shall hold a by-election for director at the following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for director(s). If the number of independent directors is not sufficient to meet the requirements of the first proviso of Article 14-2 of the Securities and Exchange Act, the relevant provisions of the Taiwan Stock Exchange Listing Standards, or paragraph 8 of the "Specific Criteria for Determining the Unsuitability of Listing Requirements under Paragraph 1 of Article 10 of the Guidelines for Examining Securities Traded on Securities Firms' Offices" of the Over-the-Counter Securities Trading Center of the Republic of China, the number of independent directors shall be elected at the latest shareholders' meeting. If all independent directors are dismissed, an interim meeting of shareholders shall be held within 60 days from the date of occurrence to elect them. When the number of independent directors falls below the stipulated number in the Articles of Incorporation due to the discharge of a independent director for any reason, the company shall hold a by-election for director at the following shareholders meeting. When all independent directors are being dismissed, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for director(s).
Article 6. The cumulative voting system is used for the election of directors of the Company. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates.
Article 7. The Board of Directors shall prepare an election ballot with the same number of directors as the number of directors to be elected, fill in the number of rights, and distribute it to the shareholders attending the shareholders' meeting. The name of the elector may be substituted by the attendance card number printed on the election ballot.
Article 8. In accordance with the quotas set forth in the Company's Articles of Incorporation, the election rights of independent directors and non-independent directors shall be calculated separately, and the directors shall be elected in the order of the number of votes received, representing the greater number of election rights. If there are more than two persons with the same number of votes and the number of places exceeds the required number, lots will be drawn by those with the same number of votes, and the chairman will draw lots for those who are not present.
Article 9. Before the commencement of the election, the chairman shall designate a number of vote monitoring and counting personnel with the status of shareholders to perform the relevant duties.
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The ballot boxes are prepared by the Board of Directors and are open for inspection by the vote monitoring personnel before the voting.
Article 10. The election is void if any one of the following conditions are met:
- Ballots not prepared by the convener.
- Blank ballots.
- Ballots with illegible handwriting or have been altered.
- Ballots with names of the director do not match the names on the list of directors' candidates for election.
- Ballots with other words other than the number of votes.
Article 11. After the voting procedure is completed, the results of the election will be announced by the chairman on the spot, including the list of directors elected and the number of their votes. 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 recording shall be retained until the conclusion of the litigation.
Article 12. The elected directors shall be notified by the Board of Directors of the company.
Article 13. This Regulation is effective for implementation after approved by the board of director. The same procedures apply for amendments.
Article 14. This regulation was established on May 10, 2006.
The first amendment was made on August 14, 2017.
The second amendment was made on June 18, 2019.
The third amendment will be made on June 16, 2020.
The fourth amendment was made on July 01, 2021.
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(Appendix II)
Articles of Incorporation of Silicon Optronics, Inc.
Chapter 1 General Provisions
Article 1: The company shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 晶相光電股份有限公司 in Chinese language, and Silicon Optronics, Inc. in the English language.
Article 2: The scope of business of the Company shall be as follows:
I. CC01080 Electronic Parts and Components Manufacturing.
II. F401010 International Trade.
III. I501010 Product Design.
- Researching, developing, designing, manufacturing and selling of the following:
(1) CMOS image sensor and modules.
(2) Image sensing single chip and modules.
(3) Organization integration of products and modules.
- Any trade business associated with the aforementioned products.)
Article 3: The company shall have its head office in Hsinchu Science Park, Taiwan, Republic of China, and upon approval of Board of Directors, to set up representative and branches office at various location within and without the territory of the Republic of China, wherever and whenever the Company deems it necessary.
Article 3-1: The total amount of the Company's reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation's paid-up capital as provided in Article 13 of the Company Law. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.
Article 3-2: The Company may provide endorsement and guarantee and act as a guarantor.
Article 3-3: Public announcements of The Company's shall be made in accordance with Article 28 of the Company Law.
Chapter 2 Capital Stock
Article 4: The total capital stock of the Company shall be in the amount of 1,000,000,000 New Taiwan Dollars, divided into 100,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up installments.
The total capital amount of 60,000,000 New Taiwan Dollars, in the preceding paragraph shall be reserved for issuance of employee stock options, totaling 6,000,000 shares at ten New Taiwan Dollars each, which may be issued in installments by authorizing the Board of Directors and subject to the provisions of the Company Law and relevant laws and regulations.
Article 5: The Company may issue shares without printing share certificate(s), however the shares shall be registered or kept by the securities depository institution. The same applies to other securities.
Article 6: All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or similar stock transaction conducted by shareholders of the Company shall follow the Company Law and relevant laws and regulations unless specified otherwise by law and securities regulations.
Article 7: Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.
Chapter 3 Shareholders' Meeting
Article 8: Shareholders' meetings of the Company are of two types, namely:
I. Regular meetings, which shall be convened at least once a year.
II. Special shareholders' meeting, which shall be convened when necessary.
Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year.
Article 9: Written notices shall be sent to all shareholders (except owing less than 1,000 shares) at their latest places of residence as registered with the Company for the convening of shareholders' meetings, at least thirty (30) days in advance, in case of regular meetings; and at least fifteen (15) days in advance, in case of special meetings. The purpose(s) for convening any such meeting shall be clearly stated in the written notices sent out to the shareholders. For a shareholder owing less than 1,000 of the total registered shares, the Meeting Notice shall be conducted by means of public announcement.
Article 10: When the Company holds the Regular meetings of Shareholders, Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The procedures shall be conducted in accordance with the Company Act and relevant laws and regulations.
Article 11: If the shareholders' meeting is convened by the Board of Directors, the meeting shall be presided over by the Chairman. If for any reason the Chairman is unable to preside over the
33
meeting, the Chairman of the Board shall designate one of the Directors to act on his/her behalf. If the Chairman of the Board does not designate a Director to act on his/her behalf, the Directors shall elect one person among themselves to preside over the meeting.
Article 12: If a shareholder is unable to attend a shareholders’ meeting, he/she may appoint a representative to attend on his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy
Article 13: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. A shareholder exercising voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person, and relevant matters shall be handled in accordance with the laws and regulations.
Article 14: Each share is entitled to one voting right, except shares whose voting rights are restricted by law or shares have no voting rights in accordance with Laws of Republic of China.
Article 15: When the company voluntarily terminates trading of its shares on Taiwan Stock Exchange and withdraws the public issuance of its shares, a special resolution shall be adopted by the shareholders' meeting.
Article 16: The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the Chairman of the meeting. Shareholders shall be notified of the minutes within 20 days after the meeting. The minutes specified above shall be distributed in accordance with the provisions of the Company Art.
Chapter 4 Directors
Article 17: The Company shall have 5 to 9 directors, and the number of independent directors shall not be less than 3 and not be less than one-fifth of the total director seats. The Directors shall be elected among competent candidates by the Shareholders' Meeting.
The Company’s Directors shall be elected by adopting the Candidate Nomination System and the nomination method shall be in accordance with Article 192-1 of the Company Art.
The total number of shares held by all directors shall be processed in accordance with the relevant laws and regulations of the competent authority.
The Company has instituted the Audit Committee. The Audit Committee was made up by all independent directors of the Company., which shall exercise the functions and powers of supervisors, according to the Company Art, the Securities and Exchange Act, and other regulations. The responsibilities, organizational rules, exercise of functional authority, and other matters that should be complied with of the Audit Committee shall be conducted in accordance with the relevant regulations of the securities competent authority and the Company.
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Article 18: The term of office for Directors shall be three (3) years, and all Directors shall be eligible for re-election.
Article 19: The directors shall organize the Board of Directors. The responsibilities of the Board of Directors are as follows:
I. Preparing business plans.
II. Proposing earnings distributions or loss off-setting proposals.
III. Proposing plans for increasing or decreasing capital.
IV. Drawing up important rules and regulations.
V. Appointing or discharging the Company’s President and Vice Presidents.
VI. Setting up or dissolving branches.
VII. Preparing budget reports and final financial statements.
VIII. Performing other duties authorized by Art.
Article 20: The chairman of the Board shall be elected by and among the directors with more than half of the directors at a meeting attended by more than two thirds of directors. The Chairman of the Board of Directors shall externally represent the Company.
Article 21: Except as otherwise provided in the Company Art of the Republic of China, a meeting of the Board of Directors may be held if attended by a majority of total Directors and resolutions shall be adopted with the concurrence of the majority of the Directors present at the meeting.
Article 22: The meeting of the board of directors shall be convened by the chairman of the board of directors, except that the first meeting of the board of directors shall be convened by the director who receives the largest number of votes within 15 days after the re-election. In calling the meeting of the board of directors, a notice with meeting date, address, and agenda shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of urgent matters, the meeting may be called at any time. The notice set forth in the preceding Paragraph may be served in writing, by email or fax.
Article 23: The Board meeting shall be recorded in meeting minutes, according to the Company Art and relevant laws and regulations. The meeting minutes shall be publicly announced, distributed, and retained.
Article 24: The Chairman shall preside over the meetings of the Board of Directors. In case the chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, a deputy shall be either appointed by the Chairman or elected by the Directors. Each director shall attend the meeting of the Board of Directors in person. If a Director cannot attend the meeting of the Board of Directors, he or she may appoint another director to attend the meeting in his/her behalf. A director may accept the appointment to act as the proxy of one other director only.
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When holding the Board Meeting, any director attending the meeting via video conference shall be deemed attending the meeting in person.
Article 25: In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors, then the Board of Directors shall convene a shareholders’ meeting to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. Except for the election of new Directors across the board, the new Directors shall serve the remaining term of the predecessors.
Article 26: The Company may purchase liability insurance for its directors with respect to liabilities resulting from exercising their duties during their terms of directorship.
Article 27: The chairman and the directors of the Board is authorized to determine the remuneration of directors in accordance with director’s participation in the Company’s business operation and contribution value, and by referring to the level commonly adopted by the peer group.
Article 28: The Company may appoint manager(s). The appointment, discharge, and compensation of the manager(s) may be conducted in accordance to the Company Art.
Chapter 5 Finance Report
Article 29: The Company’s fiscal year shall be from January 1st to December 31st of the same year. The Company shall conduct account closing at the close of each fiscal year.
Article 30: At the close of each fiscal year, the Board of Directors shall prepare the following statements to the general meeting of shareholders for its ratification in accordance with Article 228 of the Company Art.
- Business Report.
- Financial Statements.
- The earnings distributions or loss off-setting proposals.
Considering that the Company is in the operating growth period, the policy for dividend distribution should reflect factors such as the current and future fund requirements and long-term financial planning., the dividends distribution shall not be more than 90% of the accumulated distributable surplus, and the cash dividends shall not be less than 10% of the distributed dividends. If the Company has no surplus to be distributed in the current year, or if there is surplus but the surplus amount is much lower than the actual surplus distributed in the previous year, or considering on the Company’s financial, business and operating factors, the Company may distribute all or part of its reserve in accordance with laws or regulations of the competent authority.
Article 31: The Company shall set aside not more than 0.3% of its annual profits as compensation to its directors and not less than 0.005% but no more than 25% as profit sharing bonuses to its
36
employees, including employees of an affiliated company meeting the conditions set by the Company. Of the employee compensation amount referred to in the preceding paragraph, no less than 1% shall be allocated to grassroots employees.
When allocating the earnings for each fiscal year, the Company shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the earnings left over, until the accumulated legal capital reserve has equaled 50% of total capital of the Corporation; then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. Employees' profit sharing bonuses and the compensation to its directors are resolved by a majority vote at a Board of Directors meeting attended by two-thirds of the total number of directors and shall be reported to the shareholders' meeting.
After this Company has set aside the capital reserves pursuant to the first and second Paragraphs of this Article, the balance left over and its reserves shall be allocated according to the conditions set by the Board of Directors and the resolution of the shareholders' meeting.
Chapter 6 Supplementary Provisions
Article 32: In regard to all matters not provided for in these Articles of Incorporation, the Company Art of the Republic of China shall govern.
Article 33: The Articles of Incorporation are agreed to and signed on May 18, 2004.
The 1st amendment was made on March 30, 2005;
The 2nd amendment was made on June 27, 2006.
The 3rd amendment was made on June 26, 2007;
The 4th amendment was made on June 10, 2008;
The 5th amendment was made on June 3, 2009;
The 6th amendment was made on June 9, 2010;
The 7th amendment was made on May 25, 2012.
The 8th amendment was made on June 8, 2016.
The 9th amendment was made on June 8, 2017.
The 10th amendment was made on June 8, 2018.
The 11th amendment was made on June 16, 2020.
The 12th amendment was made on June 23, 2022
The 13th amendment was made on June 18, 2025
(Appendix III)
Silicon Optronics, Inc.
Rules of Procedure for Shareholders' Meetings
Article 1. To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 182 of the Company Act and Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2. The rules of procedures for this Corporation'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, this Corporation's shareholders meetings shall be convened by the board of directors.
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 or supervisors, 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. 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 as well as distributed at the venue of the shareholders' meeting.
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
38
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. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.
Where re-election of all directors and independent 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.
Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. In addition, the Board of Directors may not include a proposal made by a shareholder in one of the circumstances set forth in Article 172-1, Paragraph 4 of the Company Act. 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 date on which share transfer registration is suspended before the convention of a regular shareholders' meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (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.
The company shall, prior to preparing and delivering the shareholders' meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the board of directors at the shareholders' meeting to be convened.
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Article 4. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this 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 this Corporation 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.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend in person, a written notice of proxy cancellation shall be submitted to the company before the before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6. This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for 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. Shareholders or the proxies entrusted by shareholders (collectively referred to as shareholders) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation 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.
This Corporation shall furnish the attending shareholders or the proxies entrusted by shareholders (collectively referred to as shareholders) with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors pre-printed ballots shall also be furnished.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or
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other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent.
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 managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisors in person, 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.
This Corporation 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. This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 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.
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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, 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. provided, however, that if the shareholders present do not represent a majority of the total amount of issued shares, the chairman may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. 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.
If the meeting has been postponed for two times, but the shareholders present still do not represent a majority of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Law by shareholders representing one-third of the total amount of issued shares. 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.
If a shareholders meeting shall be called by any other person than the board of directors, the preceding provisions shall apply mutatis mutandis to the said meeting.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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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. A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the chairman shall designate his order of giving a speech.
A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his speech shall be different from those specified on the slip, the contents of his speech 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 a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman may prevent others from interrupting.
If a corporate shareholder which designates two or more representatives to represent it at the shareholders meeting, only one of the representatives so designated may speak on any one motion.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12. Voting at a shareholders meeting shall be calculated based the number of shares.
The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
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 this Corporation, 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.
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Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation 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 who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders' meeting. Therefore, the company is advised to refrain from proposing interim motions and amendments to the original motion.
In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission, the expression of his/her meaning shall be delivered to the Company two days prior to the date of the shareholders' meeting. In the event of duplication of meanings, the first to be served shall prevail, unless a meaning is expressed to cancel the previous proxy appointment.
In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, two days prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph Two. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail. Unless otherwise specifically provided for in the Company Law or the Articles of Incorporation of the company, resolutions shall be adopted
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by a majority vote at a meeting attended by the shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. If there shall be an amendment or alternative to one motion, the chairman may combine the amendment or alternative into the original and determine their orders for resolution. Any one of the above shall be resolved, the others shall be considered as rejected, upon which no further resolution 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 this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, 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 and supervisors 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 recording 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 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
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number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the company.
Article 16. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chairman may direct disciplinary personnel or security personnel to maintain the order of the meeting. For doing so they shall wear a badge bearing the words of "disciplinary personnel".
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 this Corporation, 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. This Procedure is effective for implementation, after approved by the board of director and approved by the shareholders' meeting. The same procedures apply for amendments.
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Article 20. These rules were established on May 10, 2006.
The first amendment was made on May 25, 2012.
The second amendment was made on June 11, 2013.
The third amendment was made on June 12, 2017.
The fourth amendment will be made on June 16, 2020.
The fifth amendment will be made on July 1, 2021.
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(Appendix IV)
Silicon Optronics, Inc. Shareholdings of All Directors
| Position | Name | Number of Shares Held | % of Total Shares Issued |
|---|---|---|---|
| Chairman | Heritage Bay Limited | ||
| Representative: James He | 17,691,413 | 22.83 | |
| Director | Heritage Bay Limited | ||
| Representative: Sophie Cheng | |||
| Director | Sen-Chou Lo | – | – |
| Independent Director | Hsin-Hsin Lee | – | – |
| Independent Director | Jim Lai | – | – |
| Independent Director | Chang-Chou Li | – | – |
| Shareholdings of All Directors | 17,691,413 | 22.83 |
Note:
1. Total shares issued as of March 27, 2026: 77,475,900 shares.
2. Under the relevant regulations of the ROC, SOI's Directors are required to hold in the aggregate not less than 6,198,072 shares.