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SUN MAX AGM Information 2026
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AGM Information
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THE COMMON SEAL OF SUN MAX TECH LIMITED
2026 Annual Shareholders Meeting Minutes
Meeting convention method: Physical shareholders meeting
Time: 9:00 a.m. on May 28 (Thursday), 2026
Location: Conference Room, Sun Max Tech Limited
(9F, No. 166, Jian 1st Road, Chunghe District, New Taipei City)
Attendance: Total shares represented by shareholders present in person or by proxy:
28,291,679 shares as for 68.79% of total outstanding 41,122,465 shares.
Chairman: HSU Wen-Faung for and on behalf of SINOTEAM HOLDINGS INC
Minutes Taker: Chen Ying-Ju
Directors present:
HSU Wen-Faung for and on behalf of SINOTEAM HOLDINGS INC
Chang Yuan-Fen for and on behalf of LUXURY SHINE INTERNATIONAL LIMITED
LAI, Jen-Chun; Chen, I-Teng (Independent director); Cheng, Cheng-Hsin (Independent director)
Guan, Jyh-Liang (Independent director); Chou, Yi-Hsin (Independent director)
Allen Chang (Deloitte & Touche) (Accountants) Yao, Cheng-Min (CFO);
Arvin Hsieh (Vice President)
Company Reports
No. 1:
Subject: Presenting the 2025 Business Report
Note: The 2025 Business Report is on page 7–9 (Attachment 1) of the Handbook.
No. 2:
Subject: Presenting the 2025 Audit Committee’s Review Report
Note: The 2025 Audit Committee’s Review Report is on page 10 (Attachment 2) of the Handbook.
No. 3:
Subject: Presenting the 2025 Distribution Status of Remuneration to Employees and Directors
Notes: According to the Articles of Incorporation, the profit sharing for 2025, all in the form of cash, is NT$ 14,083,759 (or 6% distribution rate) for the employees and NT$ 4,694,586 (or 2% distribution rate) for the directors.
116
No. 4:
Subject: Reporting on the distribution of 2025 earnings as cash dividends.
Notes:
1. Pursuant to Article 125A of the Articles, the Board of Directors is authorized to distribute all or part of the distributable dividends and bonus in cash.
2. The company will appropriate NT$ 164,489,860 from the 2025 distributable earnings for cash dividends, and distribute NT$ 4 per share. The schedule of distribution of 2025 earnings is attached to this manual on page 11 as [Attachment 3].
3. The Chairman is authorized to set the record date and other relevant matters. The cash dividends will be paid to the nearest dollar. Any value difference less than one dollar will be recognized by the company as expense or other incomes. In addition, if the number of outstanding shares for the above distribution of earnings is affected by the repurchase or cancellation of shares, offering and issuance for capital increase in cash, conversion of corporate bonds, the Chairman is fully authorized to take appropriate measures.
No. 5:
Subject: Reporting on the conversion of domestic corporate bonds.
Note: The Company issued a total of 2,500 fourth domestic unsecured convertible corporate bonds on August 27, 2025. As of March 31, 2025, no investors had applied for conversion, and the total face value of the fourth domestic unsecured convertible corporate bonds remaining is NT$ 250,000,000.
No. 6:
Subject: Please review the report on the Company's sustainable development policy and specific implementation plans.
Note: According to Article 5 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," the Company considered domestic and international sustainability issue development trends and their relevance to its core business, and assessed the impact of the Company's and Group's overall business activities on stakeholders, to establish the "ESG Sustainable Development Blueprint." Please refer to page 12 of Attachment 4 of this handbook. This was approved in the 2nd Meeting of the 1st Sustainable Development Committee and the 4th Meeting of the 5th Board of Directors on February 2, 2026, and was reported to the shareholders meeting as required.
117
118
Proposals
No. 1: [Proposed by the Board]
Subject: The 2025 business report and financial statements are reported for recognition.
Notes:
1. The company’s 2025 consolidated financial statements are audited by Chang, Chia-Ming, CPA, and Hsieh, Tung-Ju, CPA of Deloitte & Touche, who issued unqualified opinion. The business report is attached to this manual on pages 7 and 9 as [Attachment 1]. The 2025 consolidated financial statements are attached to this manual on pages 14 through 23 as [Attachment 5].
2. The motion has been resolved by the 5th meeting of the 4th term of the Audit Committee on March 9, 2026 and the 5th meeting of the 5th term of Board of Director and hereby reported for recognition pursuant to the law.
Resolutions: Shares represented at the time of voting : 28,291,679 votes ,
The above proposal be and hereby was approved as proposed
Vote Results :
| Voting Rsuits | % of the total represented share present |
|---|---|
| Votes in favor : 27,395,064 Votes | |
| (including 749,444 votes casted in electronic form) | 96.83% |
| Against Votes : 28,889 Votes | |
| (including 28,889 votes casted in electronic form) | 0.10% |
| Invalid votes : 0 Votes | |
| (including 0 votes casted in electronic form) | 0.00% |
| Abstained votes/ no votes : 867,726 Votes | |
| (including 847,726 votes in electronic form) | 3.07 |
No. 2: [Proposed by the Board]
Subject: Distribution of 2025 earnings.
Note: The distribution of 2025 earnings has been approved by the 5th meeting of the 4th term meeting of Audit Committee on March 9, 2026, and by the 5th meeting of the 5th term of the Board of Directors. The schedule of earning distribution is attached to this manual on page 11 as [Attachment 3] and hereby reported for recognition pursuant to the law.
Resolutions: Shares represented at the time of voting : 28,291,679 votes ,
The above proposal be and hereby was approved as proposed
Vote Results :
| Voting Raults | % of the total represented share present |
|---|---|
| Votes in favor : 27,395,539 Votes (including 749,919 votes casted in electronic form) | 96.83% |
| Against Votes : 28,901 Votes (including 28,901 votes casted in electronic form) | 0.10% |
| Invalid votes : 0 Votes (including 0 votes casted in electronic form) | 0.00% |
| Abstained votes/ no votes : 867,239 Votes (including 847,239 votes in electronic form) | 3.07% |
Discussions
No. 1: [Proposed by the Board]
Subject: Presenting the amended “Procedures for Loaning of Funds to Others”.
Note
1. Paragraph 3 of Article 14 of the Regulations Governing the Loaning of Funds and Making of Endorsements/Guarantees by Public Companies has been amended to include Articles 5 and 8. Please refer to [Attachment 6] on pages 24–27 for the Comparison Table of Amendments to the “Procedures for Loaning of Funds to Others.”
2. The motion has been resolved by the 1st meeting of the 4th term of the Audit Committee on June 20, 2025 and the 1st meeting of the 5th term of Board of Director and is presented here for discussion in accordance with laws.
Resolutions: Shares represented at the time of voting : 28,291,679 votes ,
The above proposal be and hereby was approved as proposed
Vote Results :
| Voting Raults | % of the total represented share present |
|---|---|
| Votes in favor : 27,394,596 Votes (including 748,976 votes casted in electronic form) | 96.83% |
| Against Votes : 30,068 Votes (including 30,068 votes casted in electronic form) | 0.11% |
| Invalid votes : 0 Votes (including 0 votes casted in electronic form) | 0.00% |
| Abstained votes/ no votes : 867,015 Votes (including 847,015 votes in electronic form) | 3.06% |
No. 2: [Proposed by the Board]
Subject: Presenting the amended “Procedures for Acquisition or Disposal of Assets”.
Note
1. Articles 6 and 9 were amended in accordance with letter no. 1140013876 issued by the Taiwan Stock Exchange Corporation on July 24, 2025. Please refer to [Attachment 7] on pages 28–31 for the Comparison Table of Amendments to the “Procedures for Acquisition or Disposal of Assets.”
2. The motion has been resolved by the 3rd meeting of the 4th term of the Audit Committee on November 10, 2025 and the 3rd meeting of the 5th term of Board of Director and is presented here for discussion in accordance with laws.
Resolutions: Shares represented at the time of voting : 28,291,679 votes ,
The above proposal be and hereby was approved as proposed
Vote Results :
| Voting Rsuits | % of the total represented share present |
|---|---|
| Votes in favor : 27,386,293 Votes (including 740,673 votes casted in electronic form) | 96.80% |
| Against Votes : 39,649 Votes (including 39,649 votes casted in electronic form) | 0.14% |
| Invalid votes : 0 Votes (including 0 votes casted in electronic form) | 0.00% |
| Abstained votes/ no votes : 865,737 Votes (including 845,737 votes in electronic form) | 3.06% |
No. 3: [Proposed by the Board]
Subject: Amendment to “Rules and Procedures of Shareholders Meeting.”
Notes
1. Amendment pursuant to Taiwan Stock Exchange Tai-Zheng-Ji-Li-Zhi No. 1140024365 Order dated December 23, 2025. Article 2 and Article 19 have been amended. Please see Page 32 to 33 (Attachment 8) for the comparisons of old and new articles from “Rules and Procedures of Shareholders Meeting.”
2. The motion has been resolved by the 5th meeting of the 4th term of the Audit Committee on March 9, 2026 and the 5th meeting of the 5th term of Board of Director and is presented here for discussion in accordance with laws.
Resolutions: Shares represented at the time of voting : 28,291,679 votes ,
The above proposal be and hereby was approved as proposed
Vote Results :
| Voting Rsuits | % of the total represented share present |
|---|---|
| Votes in favor : 27,384,615 Votes | |
| (including 738,995 votes casted in electronic form) | 96.79% |
| Against Votes : 39,547 Votes | |
| (including 39,547 votes casted in electronic form) | 0.14% |
| Invalid votes : 0 Votes | |
| (including 0 votes casted in electronic form) | 0.00% |
| Abstained votes/ no votes : 867,517 Votes | |
| (including 847,517 votes in electronic form) | 3.07% |
Questions and Motions : There being no other business and special motion.
Adjournment : The meeting was adjourned at a.m. 09 : 15
Note : There are no shareholders' questions at this shareholders' meeting
Chairman: HSU Wen-Faung for and on behalf of SINOTEAM HOLDINGS INC
Minutes Taker: Chen Ying- Ju
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III. Attachment
Attachment 1. 2025 Business Report
2025 Business Report
The Company benefited from the strong demand generated by the launch of the new generation NVIDIA GeForce RTX 50 series graphics cards in 2025. Key e-sports customers released gaming PCs featuring the new cards, leading to increased orders for the company's mid-to-high-end thermal fan products and a 38.81% year-over-year revenue increase. Since US President Trump returned to power, the global trade environment has deteriorated, with trade barriers and policy uncertainty rising simultaneously. As the US engages in tariff negotiations with various countries, the international situation has also undergone drastic changes. In response to global de-sinicization concerns and to satisfy overseas business development needs, the Company decided to establish a plant in Thailand. In the second half of 2025, the Company will issue unsecured convertible corporate bonds of NT$ 250 million and undertake a cash capital increase of NT$ 143 million, mainly to reinvest in the plant in Thailand, establish a manufacturing base outside of China to reduce operational risks, increase the proportion of non-GPU thermal fan revenue, and expand the customer base for automotive fan applications.
I. 2025 business overview
(1) Financial performance:
(1) Consolidated operating revenues and net profit after tax
Unit: NT$ thousand
| Item | 2025 | % | 2024 | % | Increase (decrease) in amount | Variation |
|---|---|---|---|---|---|---|
| Operating revenue | 1,752,889 | 100.00 | 1,262,815 | 100.00 | 490,074 | 38.81 |
| Gross profit | 590,367 | 33.68 | 334,437 | 26.48 | 255,930 | 76.53 |
| Profit from operations | 256,728 | 14.65 | 59,440 | 4.71 | 197,288 | 331.91 |
| Profit after income tax | 208,153 | 11.87 | 118,284 | 9.37 | 89,869 | 75.98 |
Gross margin for 2025 was 33.68%, up by 7.2% from 26.48% last year. Operating profit margin for the year was 14.65%, up by 7.41% from 9.94%. Net income margin was 11.87%, up by 2.5% from 9.37%.
(2) Profitability
| Item | 2025 | 2024 |
|---|---|---|
| ROA (%) | 6.75 | 4.48 |
| Return on shareholders’ equity (%) | 9.95 | 6.40 |
| Net profit rate (%) | 11.87 | 9.37 |
| Earnings per share (NT$) | 5.37 | 3.21 |
(3) Budget implementation: Not applicable (the Company did not prepare a financial forecast for the year of 2025)
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(II) Research and development:
(1) The number of new patents added to the fan structure category in 2025 was 28. As of the end of 2025, the Company has acquired 1 case of practical invention patent in China, 100 cases of new type patents, 11 cases of appearance design, 6 cases of Taiwan invention patents, 144 cases of new type patents, and 16 cases of new type/design patents. Total research expenditure for 2025 went up by 20.74% to NT$ 106,420 thousand (6.07% of revenue) from NT$ 88,143 thousand (6.98% of revenue) last year.
(2) We will continue to strengthen our competitive advantages in R&D and technology. Through capital expenditure in purchasing laboratory equipment and aggressive cultivation and recruitment of R&D professionals, we are extending our scope to e-sports, servers and telematics cooling, thereby scaling up the overall performance and revenue.
II. 2026 Business Plan Overview
(I) 2026 business strategy:
A people-centric approach, prosperity and fulfillment, giving back to society, and sustainable operations are the corporate missions of SUN MAX TECH LIMITED. Transcending limits to create unlimited value and achieve our customers' goals, we leverage our exceptional competitiveness and creativity to produce high-quality, durable, and efficient products. We prioritize the needs of our stakeholders and collaborate with like-minded partners, working together in unity to deliver outstanding results.
(II) Sales volume forecast and the basis therefor: the Company does not publish its financial forecast, so it is not applicable.
(III) Other important production and sales policies:
(1) Sales policy: This year, we will continue to focus on selling graphics card fan cooling products, while also promoting cooling fans for automotive seats, headlights, audio and video systems, and air conditioning systems, and accelerating the expansion of automotive fan applications. The Company will continue to monitor new product development trends in the market and develop niche products aligned with these, building on its existing product manufacturing technology.
(2) Production policy: Enhance production process optimization, strengthen quality control and real-time feedback mechanisms, and reduce production costs. Strengthen communication and coordination at each stage of the production process, establish management goals to improve production efficiency, align with production and sales demands to increase capacity utilization rate, and further enhance capacity efficiency.
III. The Company's future development strategy:
In addition to the Company's continued focus on the graphics card market, through our development efforts in sectors covering vehicle on-board devices, servers, internet communication, smart home appliances, and gaming laptops, we are capable of offering applications using steam and water cooling technologies. We also tap into high-end technologies, including high air volume and wind pressure, low noise, power consumption, and vibration, as well as applications for special conditions such as high/low temperature, waterproofing, and dustproofing.
In the meantime, we are working with our customers on fans controlled by smart circuit for applications in low starting pressure and voltage/current withstanding. Fully
grasp market changes, actively enhance R&D design and management capabilities, strengthen supply chain vertical integration, enhance internalization level, and continue to enhance automated production.
IV. Impacts by the external competitive environment, regulatory environment and overall business environment:
The Company upholds its existing core values to maintain its financial health and pursue steady operations. Looking ahead to 2026, the Company will face intensifying external competition, with startup companies disrupting the market at an accelerating pace. The increasing application of AI will significantly lower the industry entry barrier for external competitors. Simultaneously, a tightening regulatory environment means most countries have already implemented strict climate-related financial disclosure standards. The EU carbon tariff will officially enter the substantive taxation phase, increasing export costs for companies. In response to global climate change, companies must strike a balance between revenue growth and environmental protection to achieve sustainable operations. The turbulent global environment, geopolitical risks in various countries, continued inflation, and fluctuating exchange rates will present multiple challenges. The Company must enhance its competitiveness to confront these challenges head on.
Finally, I would like to express my heartfelt thanks to all shareholders for your support and encouragement. In the coming year, with your continuous guidance and support, the management team will continue to pursue the business philosophy and new ideas, hence granting us fruitful results to share with you.
Chairman: SINOTEAM HOLDINGS INC
Manager: HSU Wen-Faung
Head of Accounting: YAO, Cheng-Min
Legal representative: HSU Wen-Faung
Attachment 2. 2025 Audit Committee' Review Report.
Audit Committee' Review Report
The Board of Directors has prepared the Company's 2025 business report, financial statements, and earnings distribution statement. After review by the Audit Committee, no discrepancies were found. Therefore, the report is submitted as above in accordance with the relevant provisions of the Securities and Exchange Act and the Company Act. Please review.
To:
Sun Max Tech Limited
Sun Max Tech Limited
Convener of Audit Committee, Cheng Yi-Teng
March 9, 2026
10
Attachment 3. 2025 Statement of Retained Earnings
SUN MAX TECH LIMITED
Statement of earnings distribution
2025
Unit: NT$
| Item | No. | Amount | Remarks |
|---|---|---|---|
| Unappropriated earnings - beginning | 1 | 426,043,008 | |
| Current year net income after tax | 2 | 209,780,419 | |
| Legal reserve (10%) | 3 | (20,978,042) | |
| Reversal of special reserve lawfully | 4 | (7,616,119) | Note 1 |
| Distributable earnings of current period | 5=1+2+3+4 | 607,229,266 | |
| Distribution: | |||
| Shareholder bonus – NT$ 4 per share | 6 | (164,489,860) | Note 2 |
| Unappropriated earnings - ending | 7=5+6 | 442,739,406 |
Note:
1. Pursuant to Article 41, Paragraph 1 of the Securities and Exchange Act, allocate or reverse special reserve.
2. When the Company repurchases or cancels shares, handles cash capital increase and corporate bond conversion with offering, issuance, etc. that affects the outstanding shares and the shareholder dividend rate, the chairman should be authorized for discretionary process
Chairman:
Manager:
Chief accountant:
Attachment 4. ESG Sustainable Development Blueprint
SUN MAX TECH LIMITED sustainable development roadmap
Corporate social responsibility commitment
SUN MAX TECH LIMITED undertakes corporate social responsibility and strives for the company's sustainable development. Be responsible to all stakeholders, and commit to fair and responsible conduct to improve the quality of life for employees and their families, the local community, and society as a whole. We will participate in social welfare activities, pay attention to the Earth's ecological environment, maintain the balance between society and the environment, and strive for sustainable operations through a positive attitude and a spirit of continuous improvement. We will implement this across three key areas.
| Implementation of corporate governance | Fostering a sustainable environment | Promote public welfare |
|---|---|---|
| To ensure the transparency, accountability, and sustainability of SUN MAX TECH LIMITED's operations, we are committed to strengthening internal control and risk management, implementing fair, just, and ethical corporate governance, and ensuring a balance of interests and protection for shareholders, employees, customers, and society. SUN MAX TECH LIMITED has established the "Sustainable Development Best Practice Principles" to demonstrate its corporate social responsibility and put these principles into practice. | SUN MAX TECH LIMITED focuses on promoting green development and reducing its negative environmental impact by improving resource utilization efficiency, reducing carbon emissions and pollution, and achieving harmonious coexistence with nature, thereby driving long-term business growth. SUN MAX TECH LIMITED has obtained ISO 14001 environmental management system certification and has established an environmental management system tailored to its unique industry characteristics to ensure its continued effective operations and ongoing optimization, ultimately achieving its long-term environmental protection goals. | |
| Meanwhile, in 2023, SUN MAX TECH LIMITED achieved ISO 14064-1 | As an integral part of its corporate social responsibility, the Company will actively respond to societal needs, support public welfare initiatives, and contribute to social harmony and shared progress through investments in education, charitable causes, and other areas. | |
| SUN MAX TECH LIMITED complies with the labor laws and regulations, protects the legitimate rights and interests of its employees, and establishes a people-oriented management system. It utilizes a “sustainable development promotion task force” as a cross-departmental communication platform responsible for planning, executing, and overseeing various action plans. This task force integrates and monitors the implementation progress and | ||
| is used to promote the development of a sustainable environment. SUN MAX TECH LIMITED has established a “sustainable development plan” that is to provide a sustainable environment for the future. | sustainable development plans. This plan is designed to provide a sustainable environment for the future. |
| greenhouse gas external verification for the first time, and has been committed to continuing greenhouse gas inventories and third-party verification. This systematic approach to identifying carbon emission hotspots will serve as the foundation for establishing specific carbon reduction targets and action plans, demonstrating a long-term commitment to sustainable governance and low-carbon transition. | effectiveness of risk management related to corporate governance, society, and the environment, ensuring effective horizontal and vertical communication throughout the organization to concretely practice sustainable development. | |
|---|---|---|
13
Attachment 5. 2025 Consolidated financial statements and Auditor's Report
Independent Auditors' Report
To: SUN MAX TECH LIMITED:
Opinion
We have audited the accompanying consolidated financial statements of SUN MAX TECH LIMITED and its subsidiaries (hereinafter, "SUN MAX Group") which comprise the balance sheets as of December 31, 2025 and 2024 and the related consolidated statements comprehensive of income, changes in shareholders' equity and cash flows for the years then ended and the notes to consolidated financial statement (including a summary of significant accounting policies).
In our opinion, the accompany consolidated financial statements present fairly, in all material respects, the financial position of SUN MAX Group and its subsidiaries 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 Issuer," and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretation (IFRIC) and SIC Interpretations*.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards. Our responsibilities under those standards are further described in the responsibilities of auditors' responsibilities for the audit of the consolidated financial statements section of our report. The personnel of the CPA Firm subject to the independence requirement have acted independently from the business operations of SUN MAX Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and with other responsibilities of the Norm of Professional Ethics for Certified Public Accountant of the Republic of China performed. We believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The "Key Audit Matters" means that the independent auditor has used their professional judgment to audit the most important matters on the 2025 consolidated financial statements of SUN MAX Group. These matters were addressed in the content 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 those matters.
The Key Audit Matters to be performed on the 2025 consolidated financial statements of SUN MAX TECH LIMITED follows:
Recognition of revenue
The operating revenue of the Power Group is mainly from the sales of cooling fans and concentrated in the top ten customers, of which the operating revenue of the top two customers' accounts for about 40% of the total operating revenue in 2025. In the opinion of the accountant, the company's industry is highly competitive and the management may be under pressure to achieve the expected goals. Therefore, it is judged that the top two customers and the top ten new customers may have higher income recognition risks. Therefore, the existence of the revenue recognition of the top two customers and the top ten new customers in the current year is recognized as a Key Audit Matters. Please refer to Note 4(11) for revenue recognition policy.
The audit procedure for potential misstatement risk of revenue recognition is as below:
- Understand and test the effectiveness of internal control related to sales revenue recognition.
- Examine whether or not there are any changes among the top ten customers; if there is a new party, not only review its basic information and credit evaluation form, but also test the transaction details to see if there are any anomalies.
- For the top two customers and the top ten new customers, we randomly check the relevant transaction certificates, including the purchase orders, shipping orders, invoices and collection information, to confirm the existence of the sales.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reports Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure the material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of Taichung Bank as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate SUN MAX Group or to create operations, or has no realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of SUN MAX Group.
Auditors' Responsibilities for 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 and Independent Auditors' Report. Reasonable assurance is a high level of assurance, but is not a guarantee that and audit conducted in accordance with the accounting principles in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered materials, 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.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following works:
-
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 risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in SUN MAX Group.
-
Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on SUN MAX Group and its ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Independent Auditors' Report to the related disclosures in the consolidated financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the Independent Auditors' Report. However, future events or conditions may cause SUN MAX Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated statements, including related notes, whether the consolidated statements represent the underlying transactions and events in a matter that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence on the financial information of business entities within the Group in order to express an opinion on the consolidated financial statements. The independent auditor is responsible for guiding, supervising, and implementing the audit of the Group; also, is responsible for forming an opinion on the audit of the Group.
We communicate with those in charge of 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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, (related safeguards).
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From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of SUN MAX Group of 2025 and are therefore the Key Audit Matters. We describe these matters in our Independent 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 communications.
Deloitte & Touche
CPA, Chia-Ming Chang
CPA, Tung-Ju Hsieh
Financial Supervisory Commission approval no.
Chin-Kuan-Cheng-Shen-Zi No. 1140350638
Financial Supervisory Commission approval no.
Chin-Kuan-Cheng-Shen-Zi No. 1090347472
March 11, 2026
SUN MAX TECH LIMITED and its subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 1,090,256 | 31 | $ 748,046 | 25 |
| 1110 | Financial assets at fair value through profit and loss current (Note 4 and 7) | - | - | 19 | - |
| 1170 | Net notes receivable and accounts receivable (Note 4 and 8) | 620,346 | 17 | 481,480 | 16 |
| 1200 | Other receivables | 2,519 | - | 4,135 | - |
| 1220 | Current income tax asset (Note 4 and 21) | 2,756 | - | 18,390 | 1 |
| 130X | Inventories (Note 4 and 9) | 179,311 | 5 | 183,652 | 6 |
| 1479 | Other current assets (Note 10) | 21,945 | 1 | 9,530 | - |
| 11XX | Total current assets | 1,917,133 | 54 | 1,445,252 | 48 |
| Non-current assets | |||||
| 1600 | Property, plant and equipment (Note 4, 12 and 26) | 1,358,529 | 39 | 1,428,370 | 48 |
| 1755 | Right-of-use assets (Note 4 and 13) | 38,032 | 1 | 52,904 | 2 |
| 1780 | Intangible asset (Note 4 and 14) | 8,520 | - | 9,015 | - |
| 1990 | Other non-current assets (Note 10) | 202,148 | 6 | 60,588 | 2 |
| 15XX | Total non-current assets | 1,607,229 | 46 | 1,550,877 | 52 |
| 1XXX | Total assets | $ 3,524,362 | 100 | $ 2,996,129 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Note 15 and 26) | $ 52,500 | 1 | $ 70,000 | 2 |
| 2120 | Financial liabilities at fair value through profit and loss current (Note 4 and 7) | 775 | - | - | - |
| 2170 | Notes and account payables | 177,171 | 5 | 159,457 | 5 |
| 2200 | Other payable (Note 16) | 210,373 | 6 | 188,549 | 6 |
| 2230 | Current income tax liabilities (Note 4 and 21) | 20,479 | 1 | 1,277 | - |
| 2280 | Leasehold liability- current (Note 4 and 13) | 17,962 | 1 | 18,083 | 1 |
| 2320 | Long-term debts and bonds payable that are due within one year (Note 15, 17 and 26) | 29,280 | 1 | 75,668 | 3 |
| 2399 | Other current liabilities | 7,746 | - | 6,788 | - |
| 21XX | Total current liability | 516,286 | 15 | 519,822 | 17 |
| Non-current liabilities | |||||
| 2530 | Corporate bonds payable (Note 4 and 17) | 233,545 | 6 | - | - |
| 2540 | Long-term borrowings (Note 15 and 26) | 343,620 | 10 | 372,900 | 12 |
| 2570 | Deferred income tax liabilities (Note 4 and 21) | 145,128 | 4 | 115,299 | 4 |
| 2580 | Leasehold liability- non-current (Note 4 and 13) | 3,064 | - | 17,008 | 1 |
| 2630 | Deferred income (Note 23) | 32,118 | 1 | 34,412 | 1 |
| 2670 | Other non-current liabilities | 1 | - | 1,579 | - |
| 25XX | Total non-current liability | 757,476 | 21 | 541,198 | 18 |
| 2XXX | Total liabilities | 1,273,762 | 36 | 1,061,020 | 35 |
| Equity Attributable to Owners of the company (Note 4 and 19) | |||||
| 3100 | Common stock capital | 411,225 | 12 | 377,223 | 13 |
| 3200 | Capital surplus | 1,067,515 | 30 | 895,605 | 30 |
| Retained earnings | |||||
| 3310 | Legal reserve | 122,946 | 4 | 110,992 | 3 |
| 3320 | Special reserve | - | - | 56,738 | 2 |
| 3350 | Unappropriated earnings | 635,823 | 18 | 472,216 | 16 |
| 3300 | Total retained earnings | 758,769 | 22 | 639,946 | 21 |
| Other equity | |||||
| 3410 | Exchange differences on Translating the financial statements of foreign operations | 6,903 | - | 14,519 | 1 |
| 3400 | Total other equity | 6,903 | - | 14,519 | 1 |
| 31XX | Total equity of the company | 2,244,412 | 64 | 1,927,293 | 65 |
| 36XX | Non-controlling interest | 6,188 | - | 7,816 | - |
| 3XXX | Total equity | 2,250,600 | 64 | 1,935,109 | 65 |
| Total liabilities and equity | $ 3,524,362 | 100 | $ 2,996,129 | 100 |
The accompanying notes are an integral part of the Consolidated financial statements.
Chairman: HSU Wen-Faung
Manager: HSU Wen-Faung
Head of Accounting: YAO, Cheng-Min
SUN MAX TECH LIMITED and its subsidiaries
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands, except Earnings Per Share (NT$)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating income (Note 4) | $ 1,752,889 | 100 | $ 1,262,815 | 100 |
| 5000 | Operating cost (Note 9 and 20) | ( 1,162,522 ) | ( 66 ) | ( 928,378 ) | ( 73 ) |
| 5900 | Gross profit | 590,367 | 34 | 334,437 | 27 |
| Operating expenses (Note 20 and 25) | |||||
| 6100 | Selling and Marketing expense | ( 50,002 ) | ( 3 ) | ( 37,479 ) | ( 3 ) |
| 6200 | General and administrative expenses | ( 177,217 ) | ( 10 ) | ( 149,375 ) | ( 12 ) |
| 6300 | Research and development expenses | ( 106,420 ) | ( 6 ) | ( 88,143 ) | ( 7 ) |
| 6000 | Total operating expenses | ( 333,639 ) | ( 19 ) | ( 274,997 ) | ( 22 ) |
| 6900 | Profit from operations | 256,728 | 15 | 59,440 | 5 |
| Non-operating revenues and expenses | |||||
| 7100 | Interest revenue (Note 20) | 21,112 | 1 | 19,122 | 1 |
| 7010 | Other income (Note 20 and 23) | 35,340 | 2 | 59,896 | 5 |
| 7020 | Other gains and losses (Note 20) | ( 125 ) | - | 25,909 | 2 |
| 7050 | Financial cost (Note 20) | ( 14,426 ) | ( 1 ) | ( 9,252 ) | ( 1 ) |
| 7000 | Total non-operating income and expenses | 41,901 | 2 | 95,675 | 7 |
| 7900 | Profit before income tax | 298,629 | 17 | 155,115 | 12 |
| 7950 | Income tax expense (Note 4 and 21) | 90,477 | 5 | 36,831 | 3 |
| 8200 | Net profit for the year | 208,152 | 12 | 118,284 | 9 |
| (Continued on next page) |
19
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| (Note 19) | |||||
| 8360 | Accounts to be reclassified | ||||
| to profit or loss | |||||
| subsequently: | |||||
| 8361 | Exchange differences | ||||
| on Translating the | |||||
| financial | |||||
| statements of | |||||
| foreign operations | ($ 7,616) | ( 1 ) | $ 71,257 | 6 | |
| 8300 | Total other | ||||
| comprehensive | |||||
| income or loss | ( 7,616) | ( 1 ) | 71,257 | 6 | |
| 8500 | Total Comprehensive Income | ||||
| for the year | $ 200,536 | 11 | $ 189,541 | 15 | |
| Net profit attributable to: | |||||
| 8610 | Owners of the Company | $ 209,780 | 12 | $ 119,539 | 9 |
| 8620 | Non-controlling interest | ( 1,628) | - | ( 1,255) | - |
| 8600 | $ 208,152 | 12 | $ 118,284 | 9 | |
| Comprehensive income | |||||
| attributable to: | |||||
| 8710 | Owners of the Company | $ 202,164 | 11 | $ 190,796 | 15 |
| 8720 | Non-controlling interest | ( 1,628) | - | ( 1,255) | - |
| 8700 | $ 200,536 | 11 | $ 189,541 | 15 | |
| Earnings per share (Note 22) | |||||
| 9710 | Basic | $ 5.37 | $ 3.21 | ||
| 9810 | Diluted | $ 4.96 | $ 3.11 |
The accompanying notes are an integral part of the Consolidated financial statements.
Chairman: HSU Wen-Faung Manager: HSU Wen-Faung Head of Accounting: YAO, Cheng-Min
SUN MAX TECH LIMITED
SUN MAX TECH LIMITED and subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Equity of the company | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital surplus | Retained earnings | Other equity | Total | Non-controlling interest | Total equity | ||||
| Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on Translating the financial statements of foreign operations | |||||||
| A1 Balance as of January 1, 2024 | $ 356,403 | $ 826,927 | $ 99,140 | $ 33,518 | $ 490,212 | ($ 56,738) | $ 1,749,462 | $ 9,071 | $ 1,758,533 | |
| Appropriation of 2023 earnings | ||||||||||
| B1 Legal reserve | - | - | 11,852 | - | ( 11,852 ) | - | - | - | - | - |
| B3 Special reserve | - | - | - | 23,220 | ( 23,220 ) | - | - | - | - | - |
| B5 Cash dividends | - | - | - | - | ( 102,463 ) | - | ( 102,463 ) | - | ( 102,463 ) | |
| I1 Conversion of convertible bonds | 20,820 | 68,678 | - | - | - | - | 89,498 | - | 89,498 | |
| D1 Net profit for the year ended December 31, 2024 | - | - | - | - | 119,539 | - | 119,539 | ( 1,255 ) | 118,284 | |
| D3 Other comprehensive income in 2024 | - | - | - | - | - | 71,257 | 71,257 | - | 71,257 | |
| D5 Total Comprehensive profit or loss in 2024 | - | - | - | - | 119,539 | 71,257 | 190,796 | ( 1,255 ) | 189,541 | |
| Z1 Balance as of December 31, 2024 | 377,223 | 895,605 | 110,992 | 56,738 | 472,216 | 14,519 | 1,927,293 | 7,816 | 1,935,109 | |
| Appropriation of 2024 earnings | ||||||||||
| B1 Legal reserve | - | - | 11,954 | - | ( 11,954 ) | - | - | - | - | - |
| B3 Special reserve | - | - | - | ( 56,738 ) | 56,738 | - | - | - | - | - |
| B5 Cash dividends | - | - | - | - | ( 90,957 ) | - | ( 90,957 ) | - | ( 90,957 ) | |
| E1 Proceeds from issuance of ordinary shares | 23,000 | 116,850 | - | - | - | - | 139,850 | - | 139,850 | |
| N1 Share-based payment transactions | - | 4,646 | - | - | - | - | 4,646 | - | 4,646 | |
| C5 Issuance of convertible corporate bonds recognized in the equity component - share options | - | 15,128 | - | - | - | - | 15,128 | - | 15,128 | |
| I1 Conversion of convertible bonds | 11,002 | 35,286 | - | - | - | - | 46,288 | - | 46,288 | |
| D1 Net profit for the year ended December 31, 2025 | - | - | - | - | 209,780 | - | 209,780 | ( 1,628 ) | 208,152 | |
| D3 Other comprehensive income in 2025 | - | - | - | - | - | ( 7,616 ) | ( 7,616 ) | - | ( 7,616 ) | |
| D5 Total Comprehensive profit or loss in 2025 | - | - | - | - | 209,780 | ( 7,616 ) | 202,164 | ( 1,628 ) | 200,536 | |
| Z1 Balance as of December 31, 2025 | $ 411,225 | $ 1,067,515 | $ 122,946 | $ - | $ 635,823 | $ 6,903 | $ 2,244,412 | $ 6,188 | $ 2,250,600 |
The accompanying notes are an integral part of the Consolidated financial statements.
Chairman: HSU Wen-Faung
Manager: HSU Wen-Faung
Head of Accounting: YAO, Cheng-Min
SUN MAX TECH LIMITED
SUN MAX TECH LIMITED and subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Cash flow from operating activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Income before income tax | $ 298,629 | $ 155,115 |
| A20010 | Profits and loss | ||
| A20100 | Depreciation expenses | 94,769 | 91,193 |
| A20200 | Amortization expenses | 5,610 | 4,018 |
| A20300 | Gain on reversal of expected credit | ( 971 ) | ( 1,809 ) |
| A20400 | Net loss (gain) on financial assets and liabilities at fair value through profit and loss | 197 | ( 123 ) |
| A20900 | Financial cost | 14,426 | 9,252 |
| A21200 | Interest revenue | ( 21,112 ) | ( 19,122 ) |
| A21900 | Share-based payment expenses | 4,646 | - |
| A22500 | Loss (gain) on disposal of property, plant, and equipment | ( 14,976 ) | 9 |
| A23700 | Write-downs of inventories and loss of idle inventory | 2,626 | 6,455 |
| A29900 | Reversal of provision | ( 3 ) | ( 32 ) |
| A29900 | Government grant | ( 11,617 ) | ( 49,052 ) |
| A30000 | Net change in operating assets and liabilities | ||
| A31130 | Notes receivable | 799 | 141 |
| A31150 | Accounts receivable | ( 138,681 ) | 81,086 |
| A31180 | Other receivables | 634 | 3,385 |
| A31200 | Inventories | 1,715 | 30,167 |
| A31240 | Other current assets | ( 13,295 ) | 1,744 |
| A32150 | Notes and account payables | 17,714 | 8,316 |
| A32180 | Other payables | 21,356 | 11,376 |
| A32230 | Other current liabilities | 945 | ( 161 ) |
| A32990 | Other non-current liabilities | ( 1,562 ) | 1,264 |
| A33000 | Cash generated for operations | 261,849 | 333,222 |
| A33100 | Interest received | 22,094 | 17,918 |
| A33300 | Interest paid | ( 12,021 ) | ( 7,588 ) |
| A33500 | Income tax refund | 11,256 | 8,973 |
| A33500 | Income tax paid | ( 41,154 ) | ( 66,269 ) |
| AAAA | Net cash inflow generated from operating activities | 242,024 | 286,256 |
(Continued on next page)
22
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash payments for investing activities | |||
| B00050 | Disposal of financial assets based on cost after amortization | $ - | $ 921 |
| B02700 | Purchase of property, plant, and equipment | ( 67,858) | ( 371,435) |
| B02800 | Disposal of property, plant, and equipment | 69,113 | - |
| B03700 | Increase in refundable deposits | - | ( 5,078) |
| B03800 | Decrease in Refundable deposits | 114 | - |
| B04500 | Purchase of intangible assets | ( 4,429) | ( 906) |
| B07100 | Increase in installment on equipment | ( 143,131) | ( 4,508) |
| B09900 | Receipt of government grants | 9,900 | 47,685 |
| BBBB | Net cash used in from investing activities | ( 136,291) | ( 333,321) |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term borrowings | - | 43,989 |
| C00200 | Repayments of short-term borrowings | ( 17,500) | - |
| C01200 | Issuance of convertible corporate bonds | 247,194 | - |
| C01300 | Convertible bonds buyback | ( 500) | - |
| C01600 | Proceeds from Long-term borrowings | - | 220,000 |
| C01700 | Repayments of proceeds from long-term loans | ( 29,280) | ( 15,860) |
| C04020 | Payment of principal element of lease liabilities | ( 19,017) | ( 17,432) |
| C04500 | Cash dividend paid | ( 90,957) | ( 102,463) |
| C04600 | Proceeds from issuance of ordinary shares | 139,850 | - |
| CCCC | Net cash generated from financing activities | 229,790 | 128,234 |
| DDDD | Effects of exchange rate changes on the balance of Cash held in foreign currencies | 6,687 | 39,380 |
| EEEE | Net increase in cash and cash equivalents | 342,210 | 120,549 |
| E00100 | Cash and cash equivalents at the beginning of the year | 748,046 | 627,497 |
| E00200 | Cash and cash equivalents at the end of the year | $1,090,256 | $ 748,046 |
The accompanying notes are an integral part of the Consolidated financial statements.
Chairman: HSU Wen-Faung Manager: HSU Wen-Faung Head of Accounting: YAO, Cheng-Min
Attachment 6. Comparisons of old and new articles from "Procedures for Loaning of Funds to Others"
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| Article 5 Amount Limit and Term of Lending of Funds by the Company1. Amount Limit of Lending of Funds | ||
| 1. The total amount loaned by the Company shall not exceed twenty percent of the net worth in the Company’s latest financial statements. | ||
| 2. If the loan is made to a company or firm based on a business relationship, the total loaned amount shall not exceed ten percent of the net worth in the Company’s latest financial statements; each individual loan shall not exceed the total transaction amount between the parties in the most recent year. The transaction amount shall mean the purchasing amount, or the sales amount, whichever is higher. | ||
| 3. If the loans are made to a company, firm, or without collateral, within the same industry, and under the same affiliate, where short-term financing is necessary, the total loaned amount shall not exceed ten percent of the net worth in the Company’s latest financial statements; each individual loan shall not exceed five percent of the net worth in the Company’s latest financial statements. Such “net worth” is determined according to the latest financial statement audited or reviewed by a certified public accountant. | Article 5 Amount Limit and Term of Lending of Funds by the Company1. Amount Limit of Lending of Funds | |
| 1. The total amount loaned by the Company shall not exceed twenty percent of the net worth in the Company’s latest financial statements. | ||
| 2. If the loan is made to a company or firm based on a business relationship, the total loaned amount shall not exceed ten percent of the net worth in the Company’s latest financial statements; each individual loan shall not exceed the total transaction amount between the parties in the most recent year. The transaction amount shall mean the purchasing amount, or the sales amount, whichever is higher. | ||
| 3. If the loans are made to a company, firm, or without collateral, within the same industry, and under the same affiliate, where short-term financing is necessary, the total loaned amount shall not exceed ten percent of the net worth in the Company’s latest financial statements; each individual loan shall not exceed five percent of the net worth in the Company’s latest financial statements. Such “net worth” is determined according to the latest financial statement audited or reviewed by a certified public accountant. | 1. The authorized limit on the company's financing to a single enterprise is added according to Paragraph 3 of Article 14 of the Regulations Governing the Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. | |
| 2. Date of adding and amendment |
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| 4. The Company and its wholly-owned direct and indirect subsidiaries are not subject to the restrictions in paragraphs 1(1) through 1(3) of Article 5 when making loans of funds. However, the aggregate amount of loans to a single entity, authorized by board resolution pursuant to paragraph 2 of the preceding article, shall not exceed 10% of the Company’s net worth as shown in its most recent financial statements, and shall be subject to a term of no more than one year, whether disbursed in installments or through a revolving credit arrangement. The highest total lending amount and individual lending amount can’t exceed 40% of latest net financial statements. |
(Omitted hereinafter) | 4. The Company and its wholly-owned direct and indirect subsidiaries are not subject to the restrictions in paragraphs 1(1) through 1(3) of Article 5 when making loans of funds; however, the total loaned amount, and the loan per borrower shall not exceed forty percent of the net worth in the Company’s latest financial statements.
(Omitted hereinafter) | |
| Article 8 Controls of Lending of Funds by Subsidiaries
1. The Company’s subsidiaries shall follow this Operating Procedure when processing the lending of funds.
II. Amount limit of lending of funds by subsidiaries:
1. The total amount of subsidiaries lending to others can’t exceed 40% of subsidiary’s latest financial statements net value.
2. If the loan is made to a company or firm based on a business relationship, the total loaned amount shall not exceed twenty percent of the net worth in the | Article 8 Controls of Lending of Funds by Subsidiaries
I. The Company’s subsidiaries shall follow this Operating Procedure when processing the lending of funds.
II. Amount limit of lending of funds by subsidiaries:
1. The total amount of subsidiaries lending to others can’t exceed 40% of subsidiary’s latest financial statements net value.
2. If the loan is made to a company or firm based on a business relationship, the total loaned amount shall not exceed twenty percent of the net worth in the | |
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| subsidiary's latest financial statements; each individual loan shall not exceed the total transaction amount between the parties in the most recent year. The transaction amount shall mean the purchasing amount, or the sales amount, whichever is higher. | subsidiary's latest financial statements; each individual loan shall not exceed the total transaction amount between the parties in the most recent year. The transaction amount shall mean the purchasing amount, or the sales amount, whichever is higher. | |
| 3. If the loan is made to a company or firm, where short-term financing is necessary, the total loaned amount shall not exceed twenty percent of the net worth in the subsidiary’s latest financial statements; each individual loan shall not exceed ten percent of the net worth in the subsidiary’s latest financial statements. The net value is based on the latest financial statement audited or reviewed by CPA. | 3. If the loan is made to a company or firm, where short-term financing is necessary, the total loaned amount shall not exceed twenty percent of the net worth in the subsidiary’s latest financial statements; each individual loan shall not exceed ten percent of the net worth in the subsidiary’s latest financial statements. The net value is based on the latest financial statement audited or reviewed by CPA. | |
| 4. Fund lending between subsidiaries and companies that directly or indirectly hold 100% of the voting shares, as well as the parent company, is not restricted by paragraphs 1 through 3 of Article 8, Section 2. However, authorization granted to the chairman of the board under Article 4, Section 2, shall limit the total amount loaned to a single borrower within a certain limit approved by board resolution, and a period not exceeding one year, to 10% of the subsidiary’s most recent net asset value. The total amount of funds lent shall not exceed 40% of the net worth in the most recent financial statements of the subsidiary. | ||
| (Omitted hereinafter) | 4. Fund lending between subsidiaries and companies that directly or indirectly hold 100% of the voting shares, as well as the parent company, is not restricted by paragraphs 1 through 3 of Article 8, Section 2; however, the total loaned amount, and the loan per borrower shall not exceed forty percent of the net worth in the subsidiary’s latest financial statements. | |
| (Omitted hereinafter) |
Article 11 Implementation and Amendment
The Procedures were enforced on June 5, 2015 upon the consent of the shareholders’ meeting.
The first amendment was made on June 28, 2017. | |
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| Article 11 Implementation and Amendment | ||
| The Procedures were enforced on June 5, 2015 upon the consent of the shareholders’ meeting. | ||
| The first amendment was made on June 28, 2017. | ||
| The second amendment was made on June 22, 2018. | ||
| The three amendment was made on June 12, 2019. | ||
| The four amendment was made on June 19, 2020. | ||
| The five amendment was made on May 28, 2026. | The second amendment was made on June 22, 2018. | |
| The three amendment was made on June 12, 2019. | ||
| The four amendment was made on June 19, 2020. |
27
Attachment 7. Comparisons of old and new articles from "Procedures for the Acquisition and Disposition of Assets"
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| Article 6 Procedures for publishing and reporting(Omitted)(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:1. For a public company whose paid-in capital is less than NT$ 10 billion, the transaction amount reaches NT$ 500 million or more.2. A public company with paid-in capital of at least NT$ 10 billion but less than NT$ 50 billion, and with a transaction amount of NT$ 1 billion or more.3. For a public company with paid-in capital of NT$ 50 billion or more, the transaction amount reaches 5% or more of its paid-in capital.(5) Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$ 500 million; among such cases, if the public company has paid-in capital of NT$ 10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and | Article 6 Procedures for publishing and reporting(Omitted)(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:1. For a public company whose paid-in capital is less than NT$ 10 billion, the transaction amount reaches NT$ 500 million or more.2. For a public company whose paid-in capital is NT$ 10 billion or more, the transaction amount reaches NT$ 1 billion or more.(5) Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$ 500 million; among such cases, if the public company has paid-in capital of NT$ 10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$ 1 billion or more.(6) Where land is acquired under an arrangement on engaging others to build on the company's own land, | 1. According to letter No. 1140013876 issued by the Taiwan Stock Exchange Corporation on July 24, 2025, the acquisition or disposal of equipment for business use is an act required for the normal operation of the company. Considering the materiality of information disclosure, a third item is added to paragraph 4 of this article. For public companies with paid-in capital of NT$ 50 billion or more, the disclosure standard for the acquisition or disposal of equipment for business use with a transaction counterparty that is not a related party is increased to more than 5% of the company's paid-in capital. Paragraph 4, item 2 is amended accordingly, so that for public companies with paid-in capital of NT$ 10 billion or more but less than NT$ 50 billion, the disclosure standard for the acquisition or disposal of equipment for |
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| (6) furthermore the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$ 1 billion or more. | ||
| Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$ 500 million. | ||
| (7) For a public company with paid-in capital of NT$ 50 billion or more, government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) traded on the stock exchange or through securities firms are not subject to the exceptions outlined in Paragraph 8, provided the counterparty is not a related party and the transaction amount exceeds 5% of the company’s paid-in capital. | ||
| (8) Where an asset transaction other than any of those referred to in the preceding seven subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$ 300 million; provided, this shall not apply to the following circumstances: | (7) engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$ 500 million. | |
| Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$ 300 million; provided, this shall not apply to the following circumstances: | ||
| 1. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. | ||
| 2. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign corporate bonds, ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated by its | business use with a transaction counterparty that is not a related party is NT$ 1 billion. | |
| 2. Considering the need for the company to make good use of its working capital and to allocate funds through investment in fixed income products to improve cash yield, the current provision with a disclosure threshold of NT$ 300 million may lead to frequent announcements for large enterprises. Based on the materiality of information disclosure and the product risk attributes, a new Paragraph 7 is added to this provision, stipulating that for public companies with a paid-in capital of at least NT$ 50 billion, the disclosure standard for government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) traded on the stock exchange or at securities firm's business premises, which are not in the circumstances described in |
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| 1. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. | ||
| 2. Where done by professional investors— securities trading on securities exchanges or OTC markets, or subscription of foreign corporate bonds, ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. | ||
| 3. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (9) The transaction amount mentioned in the preceding 8 subparagraphs shall be calculated the following way, and the so-called “within one year” is counted retrospectively back to the previous one year based on the date of occurrence of this event. The amount that has | undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. | |
| 3. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (8) The transaction amount mentioned in the preceding 7 subparagraphs shall be calculated the following way, and the so-called “within one year” is counted retrospectively back to the previous one year based on the date of occurrence of this event. The amount that has been published in accordance with regulations may not be counted in. | ||
| (Omitted hereinafter.) |
Article 9 Implementation and amendment
1. The unfinished part of the Procedures shall be handled in accordance with relevant laws and regulations and the Company’s relevant provisions.
2. The formulation of the Procedures have been resolved and passed by the Board of Directors. The Procedures will be implemented after they have been reported to the shareholders’ meeting for approval
3. The Procedures were formulated on June 5, 2015.
4. The first amendment was made on June 28, 2017. | Paragraph 8, and whose transaction counterparties are not related parties, is increased to 5% of the paid-in capital.
3. Date of adding and amendment. |
| Clauses after the amendment | Existing clauses | Explanation to the amendments |
|---|---|---|
| been published in accordance with regulations may not be counted in. | ||
| (Omitted hereinafter.) | 5. The second amendment was made on June 12, 2019. | |
| 6. The third amendment was made on May 31, 2022. | ||
| Article 9 Implementation and amendment | ||
| 1. The unfinished part of the Procedures shall be handled in accordance with relevant laws and regulations and the Company’s relevant provisions. | ||
| 2. The formulation of the Procedures have been resolved and passed by the Board of Directors. The Procedures will be implemented after they have been reported to the shareholders’ meeting for approval | ||
| 3. The Procedures were formulated on June 5, 2015. | ||
| 4. The first amendment was made on June 28, 2017. | ||
| 5. The second amendment was made on June 12, 2019. | ||
| 6. The third amendment was made on May 31, 2022. | ||
| 7. The four amendment was made on May 28, 2026. |
31
Attachment 8. Comparisons of old and new articles from "Rules of Procedure for Shareholders Meetings"
| Clauses after the amendment | Existing clauses | Note |
|---|---|---|
| Article 2Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, if the Company will convene a virtual-only shareholders' meeting, it shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board of Directors. Furthermore, the convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors.Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.The Company's meeting of shareholders shall be convened by the Board, unless otherwise provided by law. The Company shall have the Annual Meeting of Shareholders notice, proxy and the proposal and information on admission, discussions and directors election and dismissal compiled into electronic files and uploaded to the MOPS 30 days prior to the annual meeting of shareholders or fifteen days prior to the extraordinary meeting of shareholders. Also, the Annual Meeting Handbook and the supplementary information are compiled into electronic files and uploaded to the MOPS 21 days prior to the Annual Meeting of | Article 2Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, if the Company will convene a virtual-only shareholders' meeting, it shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board of Directors. Furthermore, the convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors.Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.The Company's meeting of shareholders shall be convened by the Board, unless otherwise provided by law. The Company shall have the Annual Meeting of Shareholders notice, proxy and the proposal and information on admission, discussions and directors election and dismissal compiled into electronic files and uploaded to the MOPS 30 days prior to the annual meeting of shareholders or fifteen days prior to the extraordinary meeting of shareholders. Also, the Annual Meeting Handbook and the supplementary information are compiled into electronic files and uploaded to the MOPS 21 days prior to the Annual Meeting of | 1. Amendments are made in accordance with the Tai-Zheng-Zhi-Li-Tzi No. 1140024365 Order on December 23, 2025.To enable investors to become aware of the agenda items for the annual general meeting of a listed company as soon as possible, and to encourage shareholder participation and the exercise of their rights, Article 2 has been amended. All listed companies shall transmit the electronic files of the shareholders' meeting handbook and supplementary meeting materials to the information reporting website designated by the Financial Supervisory Commission thirty days prior to the general meeting.2. Date of adding and amendment. |
| Clauses after the amendment | Existing clauses | Note |
|---|---|---|
| Shareholders or 15 days prior to the extraordinary meeting of shareholders. The Company shall upload the aforesaid electronic file 30 days prior to the day on which the regular shareholders’ meeting is to be held. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby. (Omitted hereinafter) | Shareholders or 15 days prior to the extraordinary meeting of shareholders. However, in the case of the Company with paid-in capital reaching NTS 10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders’ register at the time of holding of the regular shareholders’ meeting in the most recent fiscal year, it shall upload the aforesaid electronic file 30 days prior to the day on which the regular shareholders’ meeting is to be held. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby. (Omitted hereinafter) | |
| Article 19 | ||
| Implementation and Amendment: | ||
| These Rules are prescribed on April 30, 2016. | ||
| The first amendment was made on June 19, 2020. | ||
| The second amendment was made on June 18, 2021. | ||
| The third amendment was made on May 31, 2022. | ||
| The four amendment was made on May 31, 2024. | ||
| The five amendment was made on May 28, 2026. | Article 19 | |
| Implementation and Amendment: | ||
| These Rules are prescribed on April 30, 2016. | ||
| The first amendment was made on June 19, 2020. | ||
| The second amendment was made on June 18, 2021. | ||
| The third amendment was made on May 31, 2022. | ||
| The four amendment was made on May 31, 2024. |