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Sunko Ink Co., Ltd. — AGM Information 2026
May 13, 2026
51901_rns_2026-05-13_bff84a59-475d-4b23-a810-69e0bd698201.pdf
AGM Information
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Stock Code: 1721
SUNKO INK CO., LTD.
2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
MEETING HANDBOOK
Time: 16 June 2026 (Tuesday)
Venue: No. 139, Renmei Rd., Dali Dist., Taichung City, Taiwan (R.O.C.) (Dali Factory - R&D Building)
★Where any discrepancy arises between the English translation and original Chinese version, the Chinese version shall prevail.
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SUNKO INK CO., LTD.
2026 Shareholders’ General Meeting Handbook
Table of Contents
I. Meeting Procedures... 1
1. Management Presentation (Company Reports) ... 2
2. Ratifications... 3
3. Discussions... 5
4. Other Business and Special motion... 6
5. Extraordinary Motions... 6
II. Attachments
1. 2025 Business Report... 7
2. 2025 Audit Committees’ Review Report... 15
3. The Statement of Remuneration for Directors and Independent Directors... 16
4. 2025 Financial Statements with Independent Auditor’s Report... 18
5. Comparison Table of Amendments to the “Procedures for the Acquisition or Disposal of Assets”... 37
6. Comparison Table of Amendments to the “Articles of Incorporation”... 42
7. The Table for release the Board of Directors from Non-competition Restriction... 44
III. Appendix
1. Rules of Procedures for Shareholders’ Meetings... 45
2. Articles of Incorporation... 55
3. Shareholdings of All Directors... 64
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SUNKO INK CO., LTD.
2026 Annual General Shareholders’ Meeting Agenda
Time: 09:00 a.m., 16 June 2026 (Tuesday)
Location: No. 139, Renmei Rd., Dali Dist., Taichung City, Taiwan (R.O.C.) (Dali Factory - R&D Building)
I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation (Company Reports)
1. 2025 Business Report
2. 2025 Audit Committee’s Review Report
3. 2025 Status of Endorsement and Guarantee
4. The remuneration report of director for 2025
IV. Ratifications
1. Adoption of the 2025 Business Report and Financial Statements
2. Adoption of the 2025 Earnings Appropriation Proposal
V. Discussions
1. The proposed amendments to the Company’s “Procedures for the Acquisition or Disposal of Assets” are hereby submitted for discussion.
2. The proposed amendments to the Company’s “Articles of Incorporation” are hereby submitted for discussion.
VI. Other Business and Special motion
1. Proposal to Release the Board of Directors from Non-Competition Restrictions, Please kindly discussion
VII. Extraordinary Motions
VIII. Meeting Adjourned
2
Management Presentations (Company Reports)
-
Issue: 2025 Business Report
Details: Please refer to Attachment 1 (page. 7). -
Issue: 2025 Audit Committees' Review Report
Details: Please refer to Attachment 2 (page 15). -
Issue: 2025 Status of Endorsement and Guarantee
Details: No endorsement or guarantee provided. -
Issue: The remuneration report of directors on 2025
Details: -
The Company’s general directors and independent directors’ remuneration policy, system, standard and structure, and the relationship with the remuneration amount according to the responsibilities, risks, investment time and other factors:
(1) According to the Company’s Articles of Incorporation, the remuneration of the directors shall be approved by the Board of Directors to be paid in accordance with the regular standards of the industry, and shall be weighed in view of their involvement in the company’s operation and the value of their contribution.
(2) The Company’s Articles of Incorporation also stipulate that no more than 1% of the annual profit will be used as the director’s remuneration, which is based on the regulation of the Company’s Remuneration Committee. The payment of director’s remuneration should refer to the regular level of the industry, and consider the rationality of correlation with personal performance, operating performance and future risks in accordance with the Remuneration Regulations. Lists as follows:
① The current director’s remuneration includes monthly remuneration, travel allowance and director’s remuneration.
② All independent directors serve as members of the audit committee, the compensation committee, and have fixed remuneration.
③ The director’s travel allowances are fixed payments and are paid when attending board meetings.
④ The distribution of director’s remuneration shall be distributed in proportion to how many days each board director in service in respective elected term
- For the remuneration of the general director and independent director, please refer to Attachment 3. (page 16)
3
Ratifications
- Proposed by: The Board of Directors
Subject: Acknowledgement of the 2025 Business Report and Financial Statements
Details:
(1) The Company’s 2025 financial statements and the consolidated financial statements were audited and issued an “unqualified opinion” by CPA KE, YA-TING and CPA HUANG, TZU-PING of Ernst & Young Taiwan. The audited financial statements and the business report were reviewed by the Audit Committee without any nonconformity identified and with a review report issued.
(2) The financial statements and independent auditors’ audit report are attached on page 18 (Attachment 4)
Resolution:
- Proposed by: The Board of Directors
Subject: 2025 Earnings Appropriation Proposal
Details:
(1) The Company’s loss offset proposal for 2025 has been duly reviewed by the Audit Committee and approved at the 7th meeting of the 19th term of the Board of Directors.
(2) The Company incurred a net loss after tax of NT$ 339,638,816 in 2025. After deducting the remeasurements of defined benefit plans of NT$1,008,971 and adding back the gain on disposal of financial assets measured at fair value through other comprehensive income of NT$64,891,331, the accumulated deficit at the end of the period amounted to NT$275,756,456.
(3) For earnings appropriation statement of 2025, please refer below.
SUNKO INK CO., LTD.
Earnings Appropriation Statement
For the year ended 31 December 2025
| Unit: NT$ | ||
|---|---|---|
| Items | Subtotal | Total |
| Beginning balance of undistributed earnings | $ - | |
| 2025 Other comprehensive Income | ||
| -Re-measurement of net defined benefit plans after tax | $(1,008,971) | |
| 2025 Other comprehensive Income | ||
| - Gains on disposal of financial assets measured at fair value through other comprehensive income | 64,891,331 | |
| 2025 Net loss after tax | (339,638,816) | (275,756,456) |
| Ending balance of accumulated losses | $(275,756,456)) |
Chairman: HUANG, TING-DI
General Manager: CHANG, CHUN- PIN
Accounting Supervisor: WANG, SHENG-HUI
4
Discussions
- Proposed by: The Board of Directors
Subject: The proposed amendments to the Company’s “Procedures for the Acquisition or Disposal of Assets” are hereby submitted for discussion.
Details:
(1) Pursuant to FSC Letter No. Jin-Guan-Zheng-Fa-Zi-1140388888, amendments were made to Articles 31 and 35 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.” The key amendments are summarized as follows:
① The thresholds for public announcement and reporting requirements have been relaxed for companies with paid-in capital of NT$50 billion or more when acquiring or disposing of equipment for business use from non-related parties.
② The thresholds for public announcement and reporting requirements have been relaxed for companies with paid-in capital of NT$50 billion or more when acquiring or disposing of government bonds, ordinary corporate bonds, and general financial bonds not involving equity interests from non-related parties.
③ The calculation methods for “5% of paid-in capital” and for “paid-in capital of NT$50 billion or more” are expressly prescribed for companies whose shares have no par value or whose par value per share is not NT$10.
(2) In response to the aforementioned regulations, the Company has amended relevant provisions of the Company’s “Procedures for the Acquisition or Disposal of Assets”. Please refer to the attachment on page 37 (Attachment 5).
Resolution:
- Proposed by: The Board of Directors
Subject: The proposed amendments to the Company’s “Articles of Incorporation” are hereby submitted for discussion.
Details:
(1) In view of the Company’s gradual shift of its products toward the field of electronic-industry-related chemical products, and to align the Company’s name with its future development vision, enhance market recognition, and reshape its corporate image, the Company proposes to change its Chinese name to “國慶科技股份有限公司” while maintaining its English name unchanged.
(2) In order to accommodate the change of the Company’s name, it is proposed to amend certain provisions of the Company’s “Articles of Incorporation”. Please refer to the attachment on page 42 (Attachment 6).
Resolution:
6
Other Business and Special motion
- Proposed by: The Board of Directors
Subject: Proposal to Release the Board of Directors from Non-Competition Restrictions, Please kindly discuss.
Details:
(1) Pursuant to Article 209 of the Company Act, “A director shall act for himself or others within the business scope of the company, and shall explain the important contents of his act to the shareholder’s meeting and obtain permission.”
(2) If there is any non-compete behavior in Article 209 of the Company Law for the newly appointed directors and the representatives appointed by the corporate director, without prejudice to the interests of the company, the shareholders’ meeting shall be approved in accordance with the law, and the non-compete prohibition of the company’s new directors shall be lifted.
(3) Details of release the Board of Directors from Non-competition Restriction. Please refer to Attachment 7 (page. 44). It is proposed that the shareholders’ meeting grant approval to release the relevant directors from the non-competition restrictions with effect from the date on which such directors assume positions as directors or managerial officers of the respective companies within the same industry.
Resolution:
Extraordinary Motions
Meeting Adjourned
Attachment 1
2025 Business Report
1 Implementation Results
The parent company only and the consolidated revenue of the Company for the year 2025 were both NT$ 1,774,757 thousand. The consolidated loss after tax was NT$ 339,639 thousand, of which NT$ 339,639 was attributable to the owners of the Company. The basic and diluted loss per share for the consolidated loss after tax were both NT$ 1.84.
In 2025, the global economic recovery fell short of expectations due to the impacts of geopolitical tensions and the United States' reciprocal tariff measures. The petrochemical industry continued to face excess capacity during the year, and industry peers sought to reduce inventories through price reductions, resulting in intensified price competition and a significant decline in profit margins. In response, petrochemical companies in Japan and South Korea have undertaken capacity consolidation and scale reductions. In addition, China announced plans in 2025 to gradually shut down outdated, highly polluting, and inefficient production lines through policy measures. These initiatives may, over time, help alleviate the imbalance between supply and demand in the market. As profitability in the upstream segment of the industry diminished, an increasing amount of capital investment has gradually shifted from upstream to downstream operations. This shift has, in turn, intensified competition in downstream specialty chemical products. Traditional petrochemical products in Taiwan are facing growing pressure to transform or risk being phased out. To move away from the highly competitive "red ocean" of bulk chemicals, industry participants have increasingly turned toward the development of chemicals related to the electronics and semiconductor industries. Over the past two years, the Company has actively engaged in the development of several new products, primarily including high value-added products such as triazine-based UV absorbers, electronic-industry chemicals (including new phosphorus-containing flame retardants and resin raw materials such as BMI and PPE), and specialty precision chemicals. Through product transformation and portfolio optimization, the Company aims to improve operating performance and emerge from the current downturn at an early stage.
1.1 Implementation Results of Operation Plan
Unit: NT$ (in thousands)
| Item | 2025 | 2024 | Increase (Decrease) | |
|---|---|---|---|---|
| Difference | Rate | |||
| Net Operating Revenue | 1,774,757 | 2,286,720 | (511,963) | (22.39) |
| Cost of Goods Sold | 1,904,370 | 2,280,331 | (375,961) | (16.49) |
| Gross (Loss) Profit | (129,613) | 6,389 | (136,002) | (2,128.69) |
| Operating Expense | 204,524 | 189,173 | 15,351 | 8.11 |
| Operating Loss | (334,137) | (182,784) | 151,353 | 82.80 |
| Net Non-Operating Expense | (20,192) | (3,101) | 17,091 | 551.14 |
| Loss Before Income Tax | (354,329) | (185,885) | 168,444 | 90.62 |
| Net Loss | (339,639) | (182,576) | 157,063 | 86.03 |
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1.2 Forecast and implementation
The Company didn't publish the 2025 Operating Forecast. Therefore, no information regarding implementation is available.
1.3 Financial Income and Expenditure and Profitability Analysis
| For the years ended 31 December | |||
|---|---|---|---|
| Item | 2025 | 2024 | |
| Profitability | Return on Asset (%) | (9.94) | (4.50) |
| Return on Equity (%) | (18.94) | (9.02) | |
| Pre-tax Net Profit to Paid-in Capital Ratio (%) | (19.16) | (10.05) | |
| Net Profit Margin (%) | (19.14) | (7.98) | |
| Basic Earnings per Share (NT$) | (1.84) | (0.98) | |
| Diluted Earnings per Share (NT$) | (1.84) | (0.98) |
1.4 Research and Development progress
1.4.1 Research and Development Expenses
| Unit: NT$ (in thousands) | |||
|---|---|---|---|
| For the years ended 31 December | |||
| 2025 | 2024 | 2023 | |
| R&D Expenses | 42,323 | 45,872 | 47,468 |
| Ratio to operating revenues | 2.38% | 2.01% | 2.17% |
1.4.2 Recent Research and Development results
| Classification | Item | R&D results |
|---|---|---|
| Fine Chemical Series | 1. Development and promotion of Non-halogenated Flame Retardant derivatives | ● Completed the commissioning of SPV-090. |
| ● Completed the commissioning of DP-7000. | ||
| ● Completed the commissioning of KFR-2022AP | ||
| ● Completed the DP-7000 new chemical substance registration application. | ||
| ● Completed the DP-7000 CAS number application. | ||
| ● Partnered with clients within the optoelectronics sector to co-develop 5G flame retardants; completed verification of the |
| Classification | Item | R&D results |
|---|---|---|
| following manufacturing technologies. | ||
| ➢ DOPO-2AE(Et) | ||
| ➢ DOPO-2AE(MM) | ||
| ➢ SPS-100 purification trim (KFR-1300) | ||
| ➢ DOPO-BMI | ||
| ➢ BMI-F | ||
| ➢ DQE-1 | ||
| ➢ DEP-10, DEP-20, DEP-30 | ||
| 2. Industrialization Technology Research for New Triazine-based UV Absorber Products | • Completed manufacturing technology verification for KC1164. | |
| • KSORB 400 samples passed qualification and certification testing. | ||
| 3. Optimization of Existing Processes and Waste Reduction | • Improved the recovery process for Carzol organic waste liquid to reduce wastewater generation and the associated treatment costs; completed laboratory validation and factory trial runs, and the process has been implemented for practical operation. | |
| 4. Others | • Completed manufacturing technology verification and sample submission for AP-wetted semi-finished products. | |
| Polymer Series | 5. Development of new eco-friendly thermoplastic elastomers and the manufacturing processes | • Process optimization and adjustments were implemented for SK TPU 701, 70588, and 7016 products to meet relevant customer requirements. |
| • The TPV KP800 series with silane hydride dynamic cross-linking has entered mass production and has been certified and adopted by customers. | ||
| • Development of the high-flow injection-grade KP502 series TPV |
| Classification | Item | R&D results |
|---|---|---|
| has been completed, and the products have been certified and adopted by customers. |
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2 Overview of 2026 Operation Plan
2.1 Operation Strategies and Directions
(1) Accelerate the development and market launch of new products.
(2) Develop new manufacturing processes for plant protection products and polymer elastomers.
(3) Promote recycling, reuse, and waste reduction to lower environmental protection costs.
2.2 Important Production and Marketing Strategies
2.2.1 Sales Policy
(1) Strengthen the relationship with clients, increase both sales and the market share
(2) Develop new specifications and new products in line with customer needs.
(3) Develop the Company’s own patents and create unique-selling-points (USP) to expand the markets
(4) Stabilize sales and increase capacity utilization.
2.2.2 Production Policy
(1) Implement industrial safety to reduce accident risks.
(2) Stabilize raw material supply chain and product supply
(3) Strengthen quality and improve customer satisfaction
(4) Optimize process and increase utilization rate
3 Future Development Strategies
- Develop chemical raw materials required for next-generation AI servers and high-speed communication equipment.
- Pursue strategic collaborations with industry peers to develop high value-added chemical products and achieve rapid market introduction.
- Leverage domestic manufacturing advantages to expand the business of specialty precision chemicals.
- Utilize professional chemical research, development, and manufacturing capabilities to expand new businesses in processing services, modification services, and original design manufacturing (ODM).
- Develop new processes and enhance process technologies to reduce production costs.
4 Overview of Technology and R&D
(1) R&D Strategy and Core Focus
The Company’s research and development strategy closely follows global trends in the chemical industry. The core focus of the strategy is to develop key chemical products that are both high value-added and characterized by relatively high technological barriers, thereby ensuring the forward-looking nature and competitiveness of the Company’s product portfolio.
The Company places strong emphasis on the novelty of technological development and prudently evaluates the practical application potential and growth trajectory of such technologies within the industry value chain, in order to ensure that R&D investments generate maximum market value.
The Company regards customers as important strategic partners. Through close market communication and demand insights, the Company actively engages in co-development projects with downstream customers. This collaborative model enables the Company to provide customized solutions tailored to customers' specific challenges, jointly design products aligned with customer objectives, create dedicated value chains, and thereby establish strong customer stickiness and competitive ecosystem barriers.
(2) Core Advantages and Scope of the R&D Team
The Company's core development team is composed of technical professionals with expertise in organic synthesis and polymer chemistry, supported by a solid foundation in research and development. By integrating a production team with extensive experience in chemical manufacturing and commercial professionals with keen market insight, the Company has successfully established a vertically integrated capability spanning upstream R&D, midstream manufacturing (including contract manufacturing services), and downstream market sales.
(3) Overview of Main Products
The Company's product portfolio is broad and diversified, covering PU, polyols, TPU, TPV, specialty plastics, plant protection and environmental agents, active pharmaceutical ingredients (APIs), rubber and plastic antioxidants, UV absorbers, polyolefin nucleating agents, PCB reducing agents, rubber and plastic cross-linking auxiliaries, specialty flame retardants, and other diversified chemical materials and specialty chemicals.
(4) Future R&D Focus
In the field of specialty chemicals, the Company's primary research objectives are centered on new molecular structures, new processes, new formulations, and new applications, with growth driven by addressing customers' specific pain points.
In the field of polymer materials, the core development focus will be on performance enhancement, environmental sustainability, recycling and reuse, and energy consumption reduction. These directions are closely aligned with end-market requirements and major customers' expectations for sustainable supply chains.
The Company will continue to deepen its presence in green chemistry and sustainable materials, regarding the development of low-pollution and low-energy-consumption process technologies as a corporate responsibility. The Company aims to become a leading player in the specialty chemicals sector in the Asia-Pacific region and to drive the industry toward a greener future.
(5) Product Development Plan for 2026
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| Classification | Item |
|---|---|
| Fine Chemical Series | - Development of new phosphorus-based specialty flame retardant products. |
| - Industrialization technology development for new K-SORB triazine-based UV absorber products. | |
| - K-CURE rubber and plastic cross-linking auxiliaries. | |
| - Development of energy-saving and waste-reduction technologies and corresponding process improvements. | |
| Polymer Series | - New product development, continuous improvement and application research on TPU. |
| - New product development, continuous improvement and application research on TPV, TPE elastomer | |
| - New product development, continuous improvement and application research on ETPU and ETPV expanded elastomer |
5 Estimated product sales for 2026
| Main Product | Classification | Annual Budget Sales Quantity |
|---|---|---|
| Tons | ||
| Antioxidants | Fine Chemicals | 1,560 |
| Thermoplastic Pellets (TPU) | Polymer | 2,228 |
| Thermoplastic Elastomer (TPV) | ||
| POLYOL and PU | Polymer | 955 |
| Agrochemicals | Plants and environmental protection drugs | 470 |
| Other fine chemicals (crosslinking curing agents, halogen-free flame retardants, electronic chemicals, nucleating agents) | Fine Chemicals | 3,297 |
| Others | Others | 737 |
| Total | 9,247 |
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6 The Impact from the external competition, regulatory environment, and business operation
(1) According to the latest World Economic Outlook released by the International Monetary Fund in October 2025, global economic growth is projected to decline from 3.3% in 2024 to 3.2% in 2025 and 3.1% in 2026, indicating insufficient momentum in the global economic recovery.
(2) Geopolitical risks impact supply chains and economic growth.
(3) The petrochemical industry is facing overcapacity, resulting in a significant decline in product prices.
(4) Trump's inauguration has created uncertainty in the market.
(5) Taiwan lacks trade agreements, resulting in reduced competitiveness in the international market due to tariffs.
(6) The increase in electricity fees and wages has significantly raised operating costs.
(7) The tightening of environmental regulations and the rising cost of waste disposal have increased operating costs."
Gratitude for your presence at today's shareholders' meeting.
Wishing all shareholders good health and great fortune.
Chairman: HUANG, TING-DI
General Manager: CHANG, CHUN- PIN
Accounting Supervisor: WANG, SHENG-HUI
Attachment 2
SUNKO INK CO., LTD
Audit Committees' Review Report
The Board of Directors has prepared the Company's 2025 Business Report and Financial Statements, including parent only and consolidated financial statements. The financial statements were audited by CPA KE, YA-TING and CPA HUANG, TZU-PING of Ernst & Young and issued an accompanying Independent Auditors' Report.
The Business Report, Financial Statements (including Parent Only and Consolidated Financial Statements), and the proposal for earnings appropriation have been reviewed and audited by the Audit Committee without any nonconformity found. We hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your ratification.
Best Regards
The 2026 Annual General Meeting of Shareholders
SUNKO INK CO., LTD.
Convener: LU, YU HUA
6 March 2026
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Attachment 3
SUNKO INK CO., LTD
The Statement of Remuneration for Directors and Independent Directors
For the year ended 31 December 2025
3. Remuneration to Directors, General Manager and Deputy General Manager in 2025
3.1 Remuneration to Directors and Independent Directors
Unit: NT$ (in thousands)
| Title | Name | Remuneration | Ratio of total remuneration (A+B+C+D+E+F+G) to net income (%) | Remuneration to concurrent employees | Ratio of total compensation (A+B+C+D+E+F+G) to net income (%) | Compensation paid to directors from reinvested companies other than subsidiary |
|---|---|---|---|---|---|---|
| Compensation (A) | Severance pay (B) | Bonus to directors (C) | Allowance (D) | Salary, bonus, allowance (E) | Severance pay (F) | Profit sharing-employee bonus (G) |
| The company | Companies in the financial report | The company | Companies in the financial report | The company | Companies in the financial report | The company |
| Chairman | Representative of KT Investment Co., Ltd.: HUANG, TING-DI | - | - | - | - | - |
| Director | Representative of KT Investment Co., Ltd.: HUANG, SHUEN-HSIEN | - | - | - | - | - |
| Director | Representative of Chiaoli Investment Co., Ltd.: LIN, YU-PING | - | - | - | - | - |
| Director | Representative of Chiaoli Investment Co., Ltd.: HUANG, ZHAO-WEI | - | - | - | - | - |
| Independent Director (Note 1) | LI, SHIH-JEN | 214 | 214 | - | - | - |
| Independent Director (Note 1) | TSOU, YEN-CHUNG | 214 | 214 | - | - | - |
| Independent Director (Note 1) | LIN, YEN-TING | 215 | 215 | - | - | - |
| Independent Director (Note 2) | LU, YU HUA | 267 | 267 | - | - | - |
| Independent Director (Note 2) | HO, CHIEN HXING | 267 | 267 | - | - | - | - | 25 | 25 | (0.09) | (0.09) | - | - | - | - | - | - | - | (0.09) | (0.09) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director (Note 2) | CHUNG, KAI SHIUN | 267 | 267 | - | - | - | - | 25 | 25 | (0.09) | (0.09) | - | - | - | - | - | - | - | (0.09) | (0.09) | |
| 1. Please describe the policies, system, standards and structure of independent directors' remuneration payment, and explain the relationship between the remuneration amount and factors such as responsibilities, risks, and time spent: None.2. Aside from what is disclosed in the above table, the remuneration earned by Directors providing services (e.g. consultant as a non-employee) to the Company: None. |
Note 1: The independent directors was relieved of office on 11 June 2025.
Note 2: The independent directors assumed office on 11 June 2025.
Note3: (C)(G) were draft numbers.
Attachment 4
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
English Translation of a Report Originally Issued in Chinese
Independent Auditors’ Report
To SUNKO INK CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of SUNKO INK CO., LTD. and its subsidiaries (the “Group”) as of 31 December 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2025 and 2024, and their consolidated financial performance and cash flows for the years ended 31 December 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment of notes and accounts receivable
As of 31 December 2025, the Group’s and its subsidiaries’ gross notes and accounts receivable and allowance for loss amounted to $236,363 thousand and $42 thousand respectively. Net notes and accounts receivable accounted for 8% of consolidated total assets which was material to the Group. Since the collection of notes and accounts receivable is the key factor in the working capital management of the Group, and the adoption of provision policy requires significant management judgement, we therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the effectiveness of internal control over accounts receivable; assessing the reasonableness of allowance for loss policy, including understanding related information to evaluate expected credit loss ratio according to historical experience, current market and future economic outlook expected; investigating accounts receivable details, recalculating the reasonableness of allowance for loss based on the expected credit groups, and based on the expected loss rate by management assessment, reevaluating the reasonableness of loss provisioning of accounts receivable. We also assessed the adequacy of disclosures related to accounts receivable. Please refer to Notes 5 and 6 of the consolidated financial statements.
Inventory valuation
As of 31 December 2025, the Group’s net inventories amounted to $601,706 thousand accounting for 20% of the total consolidated assets. The estimation of allowance for inventory valuation loss and obsolescence loss was based on inventories of the raw materials and finished goods. The estimation basis of inventory valuation based on the effect of products physical characteristic on quality, and the demand of products within a particular period in the future, the allowance for inventory valuation loss and obsolescence loss could be affected by management judgement. We therefore determined this a key audit matter.
Our audit procedures included, but were not limited to: assessing the effectiveness of obsolescence inventory internal control and the inventory valuation policy established by management, assessing stocktaking plan and selecting important storage locations to observe inventory counts to ensure quantities and status; obtaining inventory aging intervals to test whether the aging reports were reasonable; testing the unit cost and selling prices of inventories, sampled related certificates of purchases and sales to access the reasonableness of the net realizable value of inventories.
We also assessed the adequacy of the disclosures related to inventories in Notes 5 and 6.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Group, 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 audit committee, are responsible for overseeing the financial reporting process of the Group.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards in 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 professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
5
20
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with 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 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Others
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended 31 December 2025 and 2024.
/s/Ke, Ya Ting
/s/Huang, Tzu Ping
Ernst & Young, Taiwan
6 March 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
6
English Translation of Consolidated Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of 31 December | |
|---|---|---|---|
| 2025 | 2024 | ||
| Current assets | |||
| Cash and cash equivalents | 4,6(1) | $504,789 | $450,917 |
| Financial assets measured at amortized cost, current | 4,6(2) | 115,810 | 500 |
| Notes receivable, net | 4,6(12) | 7,542 | 8,143 |
| Accounts receivable, net | 4,6(3)&(12) | 236,321 | 375,251 |
| Inventories, net | 4,6(4) | 601,706 | 776,716 |
| Prepayments | 45,262 | 73,362 | |
| Other current assets | 12 | 2,239 | 1,911 |
| Total current assets | 1,513,669 | 1,686,800 | |
| Non-current assets | |||
| Financial assets at fair value through other comprehensive income | 4,13 | 47,003 | 110,515 |
| - non-current | |||
| Financial assets measured at amortized cost - non current | 4,6(2)&8 | 2,800 | 2,800 |
| Property, plant and equipment | 4,6(5)&8 | 1,302,926 | 1,379,973 |
| Right-of-use assets | 4,6(13)&7 | 83,868 | 92,039 |
| Intangible assets | 4 | 2,678 | 2,059 |
| Deferred tax assets | 4,6(17) | 96,021 | 84,660 |
| Prepayment for equipment | 12,314 | 36,911 | |
| Net defined benefit, non-current | 4,6(9) | 8,741 | 6,733 |
| Other non-current assets | 4 | 11,356 | 14,289 |
| Total non-current assets | 1,567,707 | 1,729,979 |
Total Assets
$3,081,376 $3,416,779
(continued)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As of 31 December | |
|---|---|---|---|
| 2025 | 2024 | ||
| Current liabilities | |||
| Short-term loans | 4.6(6) | $251,181 | $122,880 |
| Financial liabilities at fair value through profit or loss - current | 4.12(8) | 145 | 402 |
| Contract liabilities - current | 4.6(11) | 78,411 | 631 |
| Notes payable | 104 | 154 | |
| Accounts payable | 156,131 | 213,329 | |
| Other payables | 6(7) | 154,905 | 151,381 |
| Lease liabilities - current | 4.6(13)&7 | 32,208 | 29,818 |
| Current portion of long-term loans | 4.6(8) | 122,016 | 195,038 |
| Other current liabilities | 12,13 | 197 | 201 |
| Total current liabilities | 795,298 | 713,834 | |
| Non-current liabilities | |||
| Long-term loans | 4.6(8) | 515,996 | 630,616 |
| Deferred tax liabilities | 4.6(17) | 72,514 | 73,129 |
| Lease liabilities - non-current | 4.6(13)&7 | 50,238 | 60,550 |
| Total non-current liabilities | 638,748 | 764,295 | |
| Total liabilities | 1,434,046 | 1,478,129 | |
| Equity | |||
| Capital | |||
| Common stock | 6(10) | 1,848,841 | 1,848,841 |
| Additional paid-in capital | 6(10) | 42,255 | 42,255 |
| Retained earnings | 6(10) | ||
| Legal reserve | 35,199 | 86,893 | |
| Accumulated deficits to be offset | (275,756) | (51,694) | |
| Subtotal | (240,557) | 35,199 | |
| Other equity | (3,209) | 12,355 | |
| Total equity | 1,647,330 | 1,938,650 | |
| Total Liabilities and Equity | $3,081,376 | $3,416,779 |
(The accompanying notes are an integral part of the consolidated financial statements)
8
23
English Translation of Consolidated Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the years ended 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Operating revenues | 4,6(11)&7 | $1,774,757 | $2,286,720 |
| Operating costs | 6(14) | (1,904,370) | (2,280,331) |
| Gross (loss) profit | (129,613) | 6,389 | |
| Operating expenses | 6(14) | ||
| Selling and marketing expense | (50,428) | (55,217) | |
| General and administrative expense | (113,650) | (89,585) | |
| Research and development expense | (42,323) | (45,872) | |
| Expected credit gains | 6(12) | 1,877 | 1,501 |
| Total operating expenses | (204,524) | (189,173) | |
| Operating loss | (334,137) | (182,784) | |
| Non-operating income and expenses | 6(15),7 | ||
| Interest revenue | 3,574 | 5,414 | |
| Other income | 7,247 | 7,440 | |
| Other gains and losses | (10,311) | 11,270 | |
| Finance costs | (20,702) | (27,225) | |
| Total non-operating income and expenses | (20,192) | (3,101) | |
| Loss from continuing operations before income tax | (354,329) | (185,885) | |
| Income tax benefit | 4,6(17) | 14,690 | 3,309 |
| Net loss | (339,639) | (182,576) | |
| Other comprehensive (loss) income | 6(16) | ||
| Items that will not be reclassified subsequently to profit or loss | |||
| Remeasurements of defined benefit pension plans | (1,261) | 2,167 | |
| Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income | 49,328 | 11,797 | |
| Income tax relating to items that will not be reclassified subsequently | 252 | (433) | |
| Total other comprehensive income , net of tax | 48,319 | 13,531 | |
| Total comprehensive (loss) income | $(291,320) | $(169,045) | |
| Loss per share (NT$) | 4,6(18) | ||
| Loss per share-basic | $(1.84) | $(0.98) | |
| Loss per share-diluted | $(1.84) | $(0.98) |
(The accompanying notes are an integral part of the consolidated financial statements)
9
24
25
English Translation of Consolidated Financial Statements Originally Issued in Chinese
SUNKD INK CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Total Equity | Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other Components of Equity | |||||||
| Common Stock | Additional Paid-in Capital | Legal Reserve | Special reserve | Accumulated Deficits to be Offset | Unrealized Gain or Loss on Financial Assets Measured at Fair Value through other Comprehensive Income | |||
| Balance as of 1 January 2024 | 6(10) | $1,848,841 | $42,255 | $86,893 | $3,366 | $125,782 | $558 | $2,107,695 |
| Appropriation and distribution of 2023 retained earnings | ||||||||
| Reversal of special reserve | (3,366) | 3,366 | - | |||||
| Net loss for the year ended 31 December 2024 | (182,576) | (182,576) | ||||||
| Other comprehensive income, net of tax for the year ended 31 December 2024 | 6(16) | 1,734 | 11,797 | 13,531 | ||||
| Total comprehensive income (loss) | - | - | - | - | (180,842) | 11,797 | (169,045) | |
| Balance as of 31 December 2024 | $1,848,841 | $42,255 | $86,893 | $- | $(51,694) | $12,355 | $1,938,650 | |
| Balance as of 1 January 2025 | 6(10) | $1,848,841 | $42,255 | $86,893 | $- | $(51,694) | $12,355 | $1,938,650 |
| Appropriation and distribution of 2024 retained earnings | ||||||||
| Legal reserve used to offset accumulated deficits | (51,694) | 51,694 | - | |||||
| Net loss for the year ended 31 December 2025 | (339,639) | (339,639) | ||||||
| Other comprehensive income, net of tax for the year ended 31 December 2025 | 6(16) | (1,009) | 49,328 | 48,319 | ||||
| Total comprehensive income (loss) | - | - | - | - | (340,648) | 49,328 | (291,320) | |
| Disposal of equity instruments measured at fair value through other comprehensive income | 64,892 | (64,892) | - | |||||
| Balance as of 31 December 2025 | $1,848,841 | $42,255 | $35,199 | $- | $(275,756) | $(3,209) | $1,647,330 |
(The accompanying notes are an integral part of the consolidated financial statements)
10
26
English Translation of Consolidated Financial Statements Originally Issued in Chinese
SUNRIO DIE CO. LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended 31 December 2020 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the years ended 31 December | For the years ended 31 December | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| Cash flows from operating activities: | |||||
| Net loss before tax | $(554,320) | $(185,885) | Cash flows from investing activities: | ||
| Adjustments to reconcile net loss before tax to net cash provided by operating activities: | Proceeds from disposal of financial assets measured at fair value through other comprehensive income | $112,840 | - | ||
| Depreciation expense (including amounts recorded in other gains and losses) | 226,159 | 238,747 | Acquisition of financial assets measured at amortized cost | (183,744) | (100) |
| Amortization expense (including amounts recorded in other expenses) | 11,638 | 8,998 | Proceeds from disposal of financial assets measured at amortized cost | 68,434 | 2,000 |
| Expected credit gains | (1,877) | (1,581) | Acquisition of financial assets measured at fair value through profit or loss | (8,254) | - |
| Net (gain) loss of financial assets liabilities at fair value through profit or loss | (527) | 402 | Proceeds from disposal of financial assets measured at fair value through profit or loss | 8,654 | - |
| Finance costs | 20,702 | 27,225 | Acquisition of property, plant and equipment | (62,786) | (66,071) |
| Interest revenue | (3,574) | (5,414) | Proceeds from disposal of property, plant and equipment | 480 | 267 |
| Dividend income | (2,226) | (2,778) | Acquisition of intangible assets | (2,804) | (2,020) |
| Loss on disposal of property, plant and equipment | 992 | 364 | Increase in other non-current assets | (5,545) | (4,477) |
| Other | (130) | - | Increase in prepayment for equipment | (26,839) | (17,956) |
| Changes in operating assets and liabilities: | Net cash used in investing activities | (99,564) | (88,757) | ||
| Decrease in notes receivable | 601 | 17,352 | |||
| Decrease in accounts receivable | 139,832 | 33,935 | Cash flows from financing activities: | ||
| (Increase) decrease in other receivables | (739) | 256 | Increase in short-term loans | 646,338 | 681,716 |
| Decrease in inventories, net | 175,010 | 302,939 | Decrease in short-term loans | (518,837) | (721,748) |
| Decrease (increase) in prepayments | 28,100 | (20,636) | Increase in long-term loans | 82,700 | 130,000 |
| Decrease (increase) in other current assets | 484 | (279) | Repayment of long-term loans | (220,342) | (212,928) |
| Increase (decrease) in contract liabilities | 77,780 | (24,674) | Cash payments for the principle portion of the lease liabilities | (34,920) | (36,459) |
| Decrease in notes payable | (50) | (72) | Net cash used in financing activities | (94,261) | (139,419) |
| Decrease (increase) in accounts payable | (57,198) | 28,410 | Net increase (decrease) in cash and cash equivalents | 53,872 | (66,830) |
| Increase (decrease) in other payables | 1,540 | (13,545) | Cash and cash equivalents at beginning of year | 450,917 | 517,747 |
| Decrease in other current liabilities | (4) | (5) | Cash and cash equivalents at end of year | $504,789 | $450,917 |
| Decrease in net defined benefit obligation - non-current | (3,260) | (2,918) | |||
| Cash generated from operations | 258,915 | 200,921 | |||
| Interest received | 3,501 | 5,330 | |||
| Dividends received | 2,226 | 2,778 | |||
| Interest paid | (19,911) | (27,603) | |||
| Income tax refunded | 2,966 | - | |||
| Net cash provided by operating activities | 247,697 | 181,346 |
(The accompanying notes are an integral part of the consolidated financial statements)
11
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
English Translation of a Report Originally Issued in Chinese
Independent Auditors’ Report
To SUNKO INK CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of SUNKO INK CO., LTD. (the “Company”) as of 31 December 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).
In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of 31 December 2025 and 2024, and their parent company only financial performance and cash flows for the years ended 31 December 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 the parent company only financial statements. 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.
28
Impairment of notes and accounts receivable
As of 31 December 2025, the Company’s gross notes and accounts receivable and allowance for loss amounted to $236,263 thousand and $42 thousand respectively. Net notes and accounts receivable accounted for 8% of total assets which was material to the Company. Since the collection of notes and accounts receivable is the key factor in the working capital management of the Company, and the adoption of provision policy requires significant management judgement, we therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and testing the effectiveness of internal control over accounts receivable; assessing the reasonableness of allowance for loss policy, including understanding related information to evaluate expected credit loss ratio according to historical experience, current market and future economic outlook expected; investigating accounts receivable details, recalculating the reasonableness of allowance for loss based on the expected credit companies, and based on the expected loss rate by management assessment, reevaluating the reasonableness of loss provisioning of accounts receivable. We also assessed the adequacy of disclosures related to accounts receivable. Please refer to Notes 5 and 6 of the financial statements.
Inventory valuation
As of 31 December 2025, the Company’s net inventories amounted to $601,706 thousand, accounting for 20% of the total assets. The estimation of allowance for inventory valuation loss and obsolescence loss was based on inventories of the raw materials and finished goods. The estimation basis of inventory valuation based on the effect of products physical characteristic on quality, and the demand of products within a particular period in the future, the allowance for inventory valuation loss and obsolescence loss could be affected by management judgement. We therefore determined this a key audit matter.
Our audit procedures included, but were not limited to: assessing the effectiveness of obsolescence inventory internal control and the inventory valuation policy established by management, assessing stocktaking plan and selecting important storage locations to observe inventory counts to ensure quantities and status; obtaining inventory aging intervals to test whether the aging reports were reasonable; testing the unit cost and selling prices of inventories, sampled related certificates of purchases and sales to access the reasonableness of the net realizable value of inventories.
We also assessed the adequacy of the disclosures related to inventories in Notes 5 and 6.
4
29
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of the 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 going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards in 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 the parent company only financial statements.
As part of an audit in accordance the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the company 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 2025 the parent company only financial statements 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.
/s/ Ke, Ya Ting
/s/Huang, Tzu Ping
Ernst & Young, Taiwan
6 March 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | Notes | As of 31 December | |
|---|---|---|---|
| 2025 | 2024 | ||
| Current assets | |||
| Cash and cash equivalents | 4,6(1) | $504,065 | $450,669 |
| Financial assets measured at amortized cost - current | 4,6(2) | $115,810 | - |
| Notes receivable, net | 4,6(12) | 7,542 | 8,143 |
| Accounts receivable, net | 4,6(3)&(12) | 236,321 | 375,251 |
| Inventories, net | 4,6(4) | 601,706 | 776,716 |
| Prepayments | 44,891 | 72,991 | |
| Other current assets | 12 | 2,236 | 1,902 |
| Total current assets | 1,512,571 | 1,685,672 | |
| Non-current assets | |||
| Financial assets at fair value through other comprehensive income | 4,13 | 47,003 | 110,515 |
| - non-current | |||
| Financial assets measured at amortized cost - non-current | 4,6(2)&8 | 2,800 | 2,800 |
| Investments accounted for under the equity method | 4 | 1,624 | 1,615 |
| Property, plant and equipment | 4,6(5)&8 | 1,302,926 | 1,379,973 |
| Right-of-use assets | 4,6(13)&7 | 83,868 | 92,039 |
| Intangible assets | 4 | 2,678 | 2,059 |
| Deferred tax assets | 4,6(17) | 95,494 | 84,133 |
| Prepayment for equipment | 12,314 | 36,911 | |
| Net defined benefit - non-current | 4,6(9) | 8,741 | 6,733 |
| Other non-current assets | 4 | 11,357 | 14,289 |
| Total non-current assets | 1,568,805 | 1,731,067 | |
| Total Assets | $3,081,376 | $3,416,739 |
(continued)
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (Continued)
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | Notes | As of 31 December | |
|---|---|---|---|
| 2025 | 2024 | ||
| Current liabilities | |||
| Short-term loans | 4,6(6) | $251,181 | $122,880 |
| Financial liabilities at fair value through profit or loss - current | 4,12(8) | 145 | 402 |
| Contract liabilities - current | 4,6(11) | 78,411 | 631 |
| Notes payable | 104 | 154 | |
| Accounts payable | 156,131 | 213,329 | |
| Other payables | 6(7) | 154,905 | 151,341 |
| Lease liabilities - current | 4,6(13)&7 | 32,208 | 29,818 |
| Current portion of long-term loans | 4,6(8) | 122,016 | 195,038 |
| Other current liabilities | 12,13 | 197 | 201 |
| Total current liabilities | 795,298 | 713,794 | |
| Non-current liabilities | |||
| Long-term loans | 4,6(8) | 515,996 | 630,616 |
| Deferred tax liabilities | 4,6(17) | 72,514 | 73,129 |
| Lease liabilities, non-current | 4,6(13)&7 | 50,238 | 60,550 |
| Total non-current liabilities | 638,748 | 764,295 | |
| Total liabilities | 1,434,046 | 1,478,089 | |
| Equity | |||
| Capital | |||
| Common stock | 6(10) | 1,848,841 | 1,848,841 |
| Additional paid-in capital | 6(10) | 42,255 | 42,255 |
| Retained earnings | 6(10) | ||
| Legal reserve | 35,199 | 86,893 | |
| Accumulated deficits to be offset | (275,756) | (51,694) | |
| Subtotal | (240,557) | 35,199 | |
| Other equity | (3,209) | 12,355 | |
| Total equity | 1,647,330 | 1,938,650 | |
| Total Liabilities and Equity | $3,081,376 | $3,416,739 |
(The accompanying notes are an integral part of the parent company only financial statements)
8
33
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
| Notes | For the years ended 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Operating revenues | 4,6(11)&7 | $1,774,757 | $2,286,720 |
| Operating costs | 6(14) | (1,904,370) | (2,280,331) |
| Gross (loss) profit | (129,613) | 6,389 | |
| Operating expenses | 6(14) | ||
| Selling and marketing expense | (50,428) | (54,330) | |
| General and administrative expense | (113,650) | (89,373) | |
| Research and development expense | (42,323) | (45,872) | |
| Expected credit gains | 6(12) | 1,877 | 1,501 |
| Total operating expenses | (204,524) | (188,074) | |
| Operating loss | (334,137) | (181,685) | |
| Non-operating income and expenses | 6(15),7 | ||
| Interest revenue | 3,564 | 5,390 | |
| Other income | 7,247 | 7,440 | |
| Other gains and losses | (10,310) | 11,135 | |
| Finance costs | (20,702) | (27,225) | |
| Share of profit or loss of subsidiaries, associates and joint ventures | 4 | 9 | (940) |
| Total non-operating income and expenses | (20,192) | (4,200) | |
| Loss from continuing operations before income tax | (354,329) | (185,885) | |
| Income tax benefit | 4,6(17) | 14,690 | 3,309 |
| Net loss | (339,639) | (182,576) | |
| Other comprehensive (loss) income | 6(16) | ||
| Items that will not be reclassified subsequently to profit or loss | |||
| Remeasurements of defined benefit pension plans | (1,261) | 2,167 | |
| Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income | 49,328 | 11,797 | |
| Income tax relating to items that will not be reclassified subsequently | 252 | (433) | |
| Total other comprehensive income, net of tax | 48,319 | 13,531 | |
| Total comprehensive (loss) income | $(291,320) | $(169,045) | |
| Loss per share (NT$) | 4,6(18) | ||
| Loss per share-basic | $(1.84) | $(0.98) | |
| Loss per share-diluted | $(1.84) | $(0.98) |
(The accompanying notes are an integral part of the parent company only financial statements)
9
34
35
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SUNKO INK CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Total Equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other Components of Equity | Total Equity | ||||||
| Common Stock | Additional Paid-in Capital | Legal Reserve | Special reserve | Accumulated Deficits to be Offset | Unrealized Gain or Loss on Financial Assets Measured at Fair Value through other Comprehensive Income | |||
| Balance as of 1 January 2024 | 6(10) | $1,848,841 | $42,255 | $86,893 | $3,366 | $125,782 | $558 | $2,107,695 |
| Appropriation and distribution of 2023 retained earnings | ||||||||
| Reversal of special reserve | (3,366) | 3,366 | - | |||||
| Net loss for the year ended 31 December 2024 | (182,576) | (182,576) | ||||||
| Other comprehensive income (loss), net of tax for the year ended 31 December 2024 | 6(16) | 1,734 | 11,797 | 13,531 | ||||
| Total comprehensive income (loss) | - | - | - | - | (180,842) | 11,797 | (169,045) | |
| Balance as of 31 December 2024 | $1,848,841 | $42,255 | $86,893 | $- | $(51,694) | $12,355 | $1,938,650 | |
| Balance as of 1 January 2025 | 6(10) | $1,848,841 | $42,255 | $86,893 | $- | $(51,694) | $12,355 | $1,938,650 |
| Appropriation and distribution of 2024 retained earnings | ||||||||
| Legal reserve used to offset accumulated deficits | 6(10) | (51,694) | 51,694 | - | ||||
| Net loss for the year ended 31 December 2025 | (339,639) | (339,639) | ||||||
| Other comprehensive income (loss), net of tax for the year ended 31 December 2025 | 6(16) | (1,009) | 49,328 | 48,319 | ||||
| Total comprehensive income (loss) | - | - | - | - | (340,648) | 49,328 | (291,320) | |
| Disposal of equity instruments measured at fair value through other comprehensive income | 64,892 | (64,892) | - | |||||
| Balance as of 31 December 2025 | $1,848,841 | $42,255 | $35,199 | $- | $(275,756) | $(3,209) | $1,647,330 |
(The accompanying notes are an integral part of the parent company only financial statements)
36
English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
SCHED.DEC.2013
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended 31 December 2021 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| For the years ended 31 December | 2021 | 2024 |
|---|---|---|
| Cash flows from operating activities: | ||
| Net loss before tax | 3(101,003) | Cash flows from investing activities: |
| Adjustments to reconcile net loss before tax in net cash provided by operating activities: | ||
| Depreciation expense (including amounts recorded in other gains and losses) | 228,159 | 230,747 |
| Amortization expense (including amounts recorded in other expenses) | 11,638 | 8,099 |
| Expected credit gains | (1,077) | (1,301) |
| Net (gain) loss of financial assets liabilities at fair value through profit or loss | (527) | 402 |
| Finance costs | 20,702 | 27,225 |
| Interest revenue | (3,104) | (1,040) |
| Dividend income | (2,226) | (2,778) |
| Share of profit or loss of subsidiaries, associates and joint ventures | (9) | 940 |
| Loss on disposal of property, plant and equipment | 992 | 364 |
| Other | (130) | - |
| Changes in operating assets and liabilities: | ||
| Decrease in notes receivable | 601 | 17,312 |
| Decrease in accounts receivable | 139,032 | 51,890 |
| Increase in other receivables | (746) | (403) |
| Decrease in inventories, net | 175,010 | 102,639 |
| Decrease (increase) in prepayments | 28,100 | (20,633) |
| Decrease (increase) in other current assets | 485 | (200) |
| Increase (decrease) in contract liabilities | 77,780 | (24,674) |
| Decrease (in notes payable) | (50) | (72) |
| (Decrease) increase in accounts payable | (57,190) | 28,410 |
| Increase (decrease) in other payables | 1,100 | (13,142) |
| Decrease in other current liabilities | (4) | (4) |
| Decrease in use defined benefit obligation - non-current | (3,269) | (2,018) |
| Cash presented from operations | 218,950 | 219,388 |
| Interest received | 3,491 | 3,809 |
| Dividends received | 2,226 | 2,778 |
| Interest paid | (19,911) | (27,683) |
| Income tax refunded | 2,986 | - |
| Net cash provided by operating activities | 247,722 | 199,692 |
(The accompanying notes are an integral part of the parent company only financial statements)
| For the years ended 31 December | 2021 | 2024 |
|---|---|---|
| Cash flows from investing activities: | ||
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income | 112,840 | - |
| Acquisition of financial assets measured at amortized cost | (133,744) | - |
| Proceeds from disposal of financial assets measured at amortized cost | 67,934 | - |
| Acquisition of financial assets measured at fair value through profit or loss | (8,254) | - |
| Acquisition of property, plant and equipment | (62,786) | (66,071) |
| Proceeds from disposal of property, plant and equipment | 480 | 267 |
| Acquisition of intangible assets | (2,804) | (2,020) |
| Increase in other non-current assets | (5,146) | (4,477) |
| Increase in prepayment for equipment | (26,839) | (17,916) |
| Net cash used in investing activities | (100,065) | (90,217) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 643,638 | 601,716 |
| Decrease in short-term loans | (511,337) | (721,748) |
| Increase in long-term loans | 32,700 | 130,000 |
| Repayment of long-term loans | (220,342) | (212,928) |
| Cash payments for the principle portion of the lease liabilities | (34,920) | (36,419) |
| Net cash used in financing activities | (94,261) | (110,419) |
| Net increase (decrease) in cash and cash equivalents | 33,396 | (49,084) |
| Cash and cash equivalents at beginning of year | 450,669 | 500,313 |
| Cash and cash equivalents at end of year | 5104,061 | 5410,669 |
11
Attachment 5
SUNKO INK CO., LTD
Comparison Table of Amendment of old and new provisions
| Article Number | A-OR-04 | Document Name | Procedures for Acquisition or Disposal of Assets |
|---|---|---|---|
| Version | 3 | Issue Date | 16 June 2026 |
| Mark-up Version (No.13) | Clean Version (No. 14) | ||
| Article 2: The term “assets” as used in these Regulations includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, domestic beneficiary certificates, overseas mutual funds, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities, whether long-term or short-term. 2. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Right-of-use assets. 6. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7. Derivatives. 8. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 9. Other major assets. | Article 2: The term “assets” as used in these Regulations includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchise rights, and other intangible assets. 5. Right-of-use assets. 6. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7. Derivatives. 8. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 9. Other major assets. | ||
| Article 4: Where the Company acquires or disposes of assets as prescribed in these Procedures, the procedures for public disclosure shall be as follows: 1. Items subject to public announcement and reporting and the applicable standards (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale | Article 4: Where the Company acquires or disposes of assets as prescribed in these Procedures, the procedures for public disclosure shall be as follows: 1. Items subject to public announcement and reporting and the applicable standards (1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale |
| Article Number | A-OR-04 | Document Name | Procedures for Acquisition or Disposal of Assets |
|---|---|---|---|
| Version | 3 | Issue Date | 16 June 2026 |
| Mark-up Version (No.13) | Clean Version (No. 14) | ||
| agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | |||
| (2) Merger, demerger, acquisition, or transfer of shares. | |||
| (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. | |||
| (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: | |||
| a. Where the Company’s paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | |||
| b. Where the Company’s paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. | |||
| (5) Acquisition or disposal 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 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, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint | agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. | ||
| (2) Merger, demerger, acquisition, or transfer of shares. | |||
| (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. | |||
| (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: | |||
| a. Where the Company’s paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. | |||
| b. Where the Company’s paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more. | |||
| c. Where the Company’s paid-in capital is NT$50 billion, the transaction amount reaches 5 percent or more of paid-in capital. | |||
| (5) Acquisition or disposal 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 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, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint |
38
| Article Number | A-OR-04 | Document Name | Procedures for Acquisition or Disposal of Assets |
|---|---|---|---|
| Version | 3 | Issue Date | 16 June 2026 |
| Mark-up Version (No.13) | Clean Version (No. 14) | ||
| construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount of the transaction reaches NT$500 million. (calculated based on the amount the company expects to invest) | 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) 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: | |||
| a. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. | |||
| b. Where the company operates investment business exclusively, trading of marketable securities conducted on domestic or foreign securities exchanges or at securities firms’ business premises, subscription in the domestic primary market of foreign government bonds, or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds), or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of index investment securities. | |||
| c. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued | (7) In the case where the company’s paid-in capital reaches NT$50 billion or more, transactions in government bonds, ordinary corporate bonds, and general bank debentures without equity characteristics (excluding subordinated debt) traded on securities exchanges or TPEx, which do not fall under any of the circumstances listed in the proviso of subparagraph 8, and where furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5 percent or more of 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: | |||
| a. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. | |||
| b. Where the company operates investment business exclusively, trading of marketable securities conducted on domestic or foreign securities exchanges or at securities firms’ business premises, subscription in the domestic primary market of foreign government bonds, or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds), or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of index investment securities. | |||
| c. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued |
| Article Number | A-OR-04 | Document Name | Procedures for Acquisition or Disposal of Assets |
|---|---|---|---|
| Version | 3 | Issue Date | 16 June 2026 |
| Mark-up Version (No.13) | Clean Version (No. 14) | ||
| by domestic securities investment trust enterprises. | |||
| (Omitted) | by domestic securities investment trust enterprises. | ||
| (Omitted) | |||
| Article 6: The procedures governing transactions between the Company and related parties are as follows: | |||
| Items 1 through 4 are omitted. | |||
| 5. Assessment of the reasonableness of transaction costs | |||
| Items (1) through (4) are omitted. | |||
| (5) Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two subparagraphs of this paragraph are uniformly lower than the transaction price, the following steps shall be taken. Where the company uses the equity method to account for its investment in another company has set aside a special reserve under preceding provisions may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. | |||
| a. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. | |||
| b. Audit Committee shall comply with | Article 6: The procedures governing transactions between the Company and related parties are as follows: | ||
| Items 1 through 4 are omitted. | |||
| 5. Assessment of the reasonableness of transaction costs | |||
| Items (1) through (4) are omitted. | |||
| (5) Where the company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two subparagraphs of this paragraph are uniformly lower than the transaction price, the following steps shall be taken: | |||
| a. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. | |||
| b. Audit Committee shall comply with |
| Article Number | A-OR-04 | Document Name | Procedures for Acquisition or Disposal of Assets |
|---|---|---|---|
| Version | 3 | Issue Date | 16 June 2026 |
| Mark-up Version (No.13) | Clean Version (No. 14) | ||
| Article 218 of the Company Act. | |||
| c. Actions taken pursuant to the Items 1 and 2 of Subparagraph (5) shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. |
Article 12: These Procedures shall be implemented after approval by more than one-half of all members of the Audit Committee in accordance with the relevant regulations, submission to and resolution by the Board of Directors, and subsequent approval by the shareholders’ meeting. The same shall apply to any amendments hereto. Where any director expresses dissent and such dissent is recorded in the minutes or presented in a written statement, the Company shall submit the dissenting opinions of the directors to the Audit Committee. Where the Company has established independent directors, when the “Procedures for Acquisition or Disposal of Assets” are submitted to the Board of Directors for discussion, due consideration shall be given to the opinions of all independent directors. Any objections or reservations expressed by the independent directors shall be recorded in the minutes of the Board meeting. | | Article 218 of the Company Act.
c. Actions taken pursuant to the Items 1 and 2 of Subparagraph (5) shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
The company that has set aside a special reserve under this subparagraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.
Article 12: These Procedures shall be implemented after approval by more than one-half of all members of the Audit Committee in accordance with the relevant regulations, submission to and resolution by the Board of Directors, and subsequent approval by the shareholders’ meeting. The same shall apply to any amendments hereto. Where any director expresses dissent and such dissent is recorded in the minutes or presented in a written statement, the Company shall submit the dissenting opinions of the directors to the Audit Committee. Where the Company has established independent directors, when the “Procedures for Acquisition or Disposal of Assets” are submitted to the Board of Directors for discussion, due consideration shall be given to the opinions of all independent directors. Any objections or reservations expressed by the independent directors shall be recorded in the minutes of the Board meeting. | |
Attachment 6
SUNKO INK CO., LTD
Comparison Table of Amendment of old and new provisions
| Article Number | Document Name | Articles of Incorporation | |
|---|---|---|---|
| Version | 40 | Issue Date | 16 June 2026 |
| Mark-up Version(No.39) | Clean Version(No.40) | ||
| Article 1: The Company is incorporated pursuant to the relevant regulations set forth in the Company Act and is named “三晃股份有限公司”, with the English name SUNKO INK CO., LTD. (hereinafter “the Company”). | Article 1: The Company is incorporated pursuant to the relevant regulations set forth in the Company Act and is named “國慶科技股份有限公司”, with the English name SUNKO INK CO., LTD. (hereinafter “the Company”). | ||
| Article 2: The Company is engaged in the following business: 01. C301010 Yarn Spinning Mills 02. C801010 Basic Industrial Chemical Manufacturing 03. C801030 Precision Chemical Materials Manufacturing 04. C801060 Synthetic Rubber Manufacturing 05. C801100 Synthetic Resin & Plastic Manufacturing 06. C801110 Fertilizers Manufacturing 07. C801990 Other Chemical Materials Manufacturing 08. C802041 Western Medicines Manufacturing 09. C802070 Agro-Pesticides Manufacturing 10. C802080 Pesticides Manufacturing 11. C802100 Cosmetics Manufacturing 12. C802120 Industrial Catalyst Manufacturing 13. C802170 Poisonous Chemical Material Manufacturing 14. C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing 15. C802990 Other Chemical Products Manufacturing 16. C805010 Plastic Sheets, Pipes and Tubes Manufacturing 17. C805020 Plastic Sheets and Bags Manufacturing 18. C805030 Plastic Made Grocery Manufacturing | Article 2: The Company is engaged in the following business: 01. C301010 Yarn Spinning Mills 02. C801010 Basic Industrial Chemical Manufacturing 03. C801030 Precision Chemical Materials Manufacturing 04. C801060 Synthetic Rubber Manufacturing 05. C801100 Synthetic Resin & Plastic Manufacturing 06. C801110 Fertilizers Manufacturing 07. C801990 Other Chemical Materials Manufacturing 08. (Deleted) 09. C802070 Agro-Pesticides Manufacturing 10. C802080 Pesticides Manufacturing 11. C802100 Cosmetics Manufacturing 12. C802120 Industrial Catalyst Manufacturing 13. C802170 Poisonous Chemical Material Manufacturing 14. C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing 15. C802990 Other Chemical Products Manufacturing 16. C805010 Plastic Sheets, Pipes and Tubes Manufacturing 17. C805020 Plastic Sheets and Bags Manufacturing 18. C805030 Plastic Made Grocery Manufacturing |
42
| Article Number | Document Name | Articles of Incorporation | |
|---|---|---|---|
| Version | 40 | Issue Date | 16 June 2026 |
| Mark-up Version(No.39) | Clean Version(No.40) | ||
| 19. C805990 Other Plastic Products Manufacturing | 19. C805990 Other Plastic Products Manufacturing | ||
| 20. F107010 Wholesale of Paints, Varnishes and Lacquers | 20. F107010 Wholesale of Paints, Varnishes and Lacquers | ||
| 21. F107020 Wholesale of Dyeing Mills and Dyestuff | 21. F107020 Wholesale of Dyeing Mills and Dyestuff | ||
| 22. F107040 Wholesale of Agro-Pesticides | 22. F107040 Wholesale of Agro-Pesticides | ||
| 23. F107050 Wholesale of Manure | 23. F107050 Wholesale of Manure | ||
| 24. F107060 Wholesale of Poisonous Chemical Material | 24. F107060 Wholesale of Poisonous Chemical Material | ||
| 25. F107080 Wholesale of Pesticides | 25. F107080 Wholesale of Pesticides | ||
| 26. F107170 Wholesale of Industrial Catalyst | 26. F107170 Wholesale of Industrial Catalyst | ||
| 27. F107190 Wholesale of Plastic Sheets and Bags | 27. F107190 Wholesale of Plastic Sheets and Bags | ||
| 28. F107200 Wholesale of Chemical Materials | 28. F107200 Wholesale of Chemical Materials | ||
| 29. F107990 Wholesale of Other Chemical Materials | 29. F107990 Wholesale of Other Chemical Materials | ||
| 30. F108040 Wholesale of Cosmetics | 30. F108040 Wholesale of Cosmetics | ||
| 31. F207010 Retail Sale of Paints, Varnishes and Lacquers | 31. F207010 Retail Sale of Paints, Varnishes and Lacquers | ||
| 32. F207020 Retail Sale of Dyeing Mills and Dyestuff | 32. F207020 Retail Sale of Dyeing Mills and Dyestuff | ||
| 33. F207040 Retail Sale of Agro-Pesticides | 33. F207040 Retail Sale of Agro-Pesticides | ||
| 34. F207050 Retail Sale of Manure | 34. F207050 Retail Sale of Manure | ||
| 35. F207060 Retail Sale of Poisonous Chemical Material | 35. F207060 Retail Sale of Poisonous Chemical Material | ||
| 36. F207080 Retail Sale of Pesticides | 36. F207080 Retail Sale of Pesticides | ||
| 37. F207170 Retail Sale of Industrial Catalyst | 37. F207170 Retail Sale of Industrial Catalyst | ||
| 38. F207190 Retail Sale of Plastic Sheets and Bags | 38. F207190 Retail Sale of Plastic Sheets and Bags | ||
| 39. F207200 Retail Sale of Chemical Materials | 39. F207200 Retail Sale of Chemical Materials | ||
| 40. F207990 Retail Sale of Other Chemical Materials | 40. F207990 Retail Sale of Other Chemical Materials | ||
| 41. F208040 Retail Sale of Cosmetics | 41. F208040 Retail Sale of Cosmetics | ||
| 42. F211010 Retail Sale of Building Materials | 42. F211010 Retail Sale of Building Materials | ||
| 43. F213080 Retail Sale of Machinery and Equipment | 43. F213080 Retail Sale of Machinery and Equipment | ||
| 44. F401010 International Trade | 44. F401010 International Trade | ||
| 45. ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations | 45. ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations | ||
| Article 33: (Omitted) The fortieth amendment made on 16 June 2026. |
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Table of Information on the Release from Non-Competition Restrictions of Directors
| Name | Name of Company in Which a Concurrent Position Is Held | Position Held in Concurrent Company | Remarks |
|---|---|---|---|
| LU,YU HUA | PONY LEATHER CORPORATION | General Manager |
Appendix 1
SUNKO INK CO., LTD
Rules of Procedures for Shareholders Meeting
Article 1
Unless otherwise provided by law or the Articles of Incorporation, the Shareholders Meetings of the Company shall be conducted in accordance with the Rules of Procedures for Shareholders’ Meeting (hereinafter “the Rules”).
Article 2
The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively “shareholders”) will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts.
Shareholders completing registration will be deemed as attend the shareholders meeting in person.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform. The votes of the meeting may be exercised in writing or by electronic means. Except otherwise regulated in relevant laws and regulations, such votes shall be counted in determining the said number of shares of attending Shareholders.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
(1) For physical shareholders meetings, to be distributed on-site at the meeting.
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(2) For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
(3) For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 3
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 2.
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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 4
The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting resolution. The shareholders' meetings that are convened by the Board of Directors shall be chaired by the chairman. When the chairman is on leave of absence or for any reason unable to exercise the powers of the chairman, the board shall consign another delegate to be his/her proxy pursuant to the Company Act. The director who serve as chairman shall have serve his/ her post for more than six months and be familiar with the Company's financials and operations. The same applies to the director who represents a corporate person.
The preceding paragraph shall apply mutatis mutandis where a shareholders' meeting is convened by a party other than the Board of Directors.
The chairman shall not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda as specified in the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting.
If the chairman violates the rules of Procedures and announces adjournment, other members of the Board of Directors shall vote to elect one delegate to serve as chairman with more than half of the attending shareholders' voting rights and continue the meeting.
Article 5
The Company shall tape-record or videotape the whole process of the meeting, and properly keep the record for at least 1 year. During the meeting, the chairman may announce a recess at such time as the chairman thinks appropriate.
If a shareholder files a lawsuit against the abovementioned recorded audio-visual materials, according to Article 189 of the Company Act, the documents shall be retained until the end of the litigation.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
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The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 6
Before speaking, a shareholder shall submit a speaker’s slip bearing his/her name and attendance card number. The chairman shall determine the sequence of speeches by shareholders.
Article 7
The Meeting shall proceed in accordance with the agenda. If any shareholder violates or exceeds the scope of the discussion issue, the chairman shall stop the shareholder from speaking.
Article 8
Each shareholder shall not speak more than five minutes. Only under the permission of the chairman shall the shareholder extend his/her speech for three more minutes. If such shareholder goes beyond the allocated time, the chairman shall stop the shareholder from speaking.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 9
Each shareholder shall not speak more than twice on the same discussion issue.
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Article 10
The chairman shall announce the discussion closed and call for a vote, if the chairman deems it appropriate.
Article 11
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to 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 exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the
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attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of 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.
For issues involving the interest of specific shareholders and may jeopardize the interest of the Company as well, such shareholders shall not take part in the voting and shall not exercise voting rights as proxy for any other shareholder.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 2 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
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Article 11-1
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the list of names of those elected as directors and the numbers of votes with which they are elected.
Article 12
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 13
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the Board of Directors.
Changes to how this Corporation 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.
This Corporation 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. This
Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation 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 this Corporation and the professional shareholder services agent designated thereby.
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 attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
Article 14
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 15
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
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Article 16
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
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When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 17
In case of an air-raid alert, the adjournment or suspension of the meeting shall be announced immediately. Shareholders shall take action to evacuate from the building and resume the meeting an hour after the alert is lifted.
Article 18
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article 19
The rules herein shall be enforced after being approved at the shareholders’ meeting. The same shall apply to any amendments.
The Rules were established on 25 May 1991.
The first amendment was made on 5 June 2002.
The second amendment was made on 14 June 2012.
The third amendment was made on 24 June 2013.
The fourth amendment was made on 4 May 2016.
The fifth amendment was made on 14 June 2023.
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Appendix 2
SUNKO INK CO., LTD
Articles of Incorporation
Chapter 1 General Provisions
Article 1 The Company is incorporated pursuant to the relevant regulations set forth in the Company Act and is named “三晃股份有限公司”, with the English name SUNKO INK CO., LTD (hereinafter “the Company”).
Article 2 The Company is engaged in the following business:
- C301010 Yarn Spinning Mills
- C801010 Basic Industrial Chemical Manufacturing
- C801030 Precision Chemical Materials Manufacturing
- C801060 Synthetic Rubber Manufacturing
- C801100 Synthetic Resin & Plastic Manufacturing
- C801110 Fertilizers Manufacturing
- C801990 Other Chemical Materials Manufacturing
- C802041 Western Medicines Manufacturing
- C802070 Agro-Pesticides Manufacturing
- C802080 Pesticides Manufacturing
- C802100 Cosmetics Manufacturing
- C802120 Industrial Catalyst Manufacturing
- C802170 Poisonous Chemical Material Manufacturing
- C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing
- C802990 Other Chemical Products Manufacturing
- C805010 Plastic Sheets, Pipes and Tubes Manufacturing
- C805020 Plastic Sheets and Bags Manufacturing
- C805030 Plastic Made Grocery Manufacturing
- C805990 Other Plastic Products Manufacturing
- F107010 Wholesale of Paints, Varnishes and Lacquers
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- F107020 Wholesale of Dyeing Mills and Dyestuff
- F107040 Wholesale of Agro-Pesticides
- F107050 Wholesale of Manure
- F107060 Wholesale of Poisonous Chemical Material
- F107080 Wholesale of Pesticides
- F107170 Wholesale of Industrial Catalyst
- F107190 Wholesale of Plastic Sheets and Bags
- F107200 Wholesale of Chemical Materials
- F107990 Wholesale of Other Chemical Materials
- F108040 Wholesale of Cosmetics
- F207010 Retail Sale of Paints, Varnishes and Lacquers
- F207020 Retail Sale of Dyeing Mills and Dyestuff
- F207040 Retail Sale of Agro-Pesticides
- F207050 Retail Sale of Manure
- F207060 Retail Sale of Poisonous Chemical Material
- F207080 Retail Sale of Pesticides
- F207170 Retail Sale of Industrial Catalyst
- F207190 Retail Sale of Plastic Sheets and Bags
- F207200 Retail Sale of Chemical Materials
- F207990 Retail Sale of Other Chemical Materials
- F208040 Retail Sale of Cosmetics
- F211010 Retail Sale of Building Materials
- F213080 Retail Sale of Machinery and Equipment
- F401010 International Trade
- ZZ99999 Except where permits are required, to run operations not forbidden or limited by laws and regulations
Article 3 The Company is headquartered in Taichung City and may establish branch companies domestically or overseas at the resolution by the Board of Directors where necessary.
Article 4 The Company shall render external guarantees depending upon the business needs. The operation procedure thereof shall be handled pursuant to the Endorsement and Guarantee Procedures.
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Chapter 2 Capital Stock
Article 5
The total capital of the Company shall be in the amount of $2.5 billion, divided into 250 million shares with a par value of $10 each. The Board of Directors is authorized to conduct issuance in installments.
Article 6
The shares of the Company shall be registered, which shall be signed or sealed by at least three directors, and the shares shall be appropriately serial numbered, and certified by the competent authority.
Shares issued by the Company may be exempted from printing the share certificates. However, they shall be registered by the Taiwan Depository & Clearing Corporation.
Article 7
(Article Deleted)
Article 8
(Article Deleted)
Article 9
(Article Deleted)
Article 10
Any registration or change of shares shall not be conducted within 60 days prior to the general shareholders’ meeting, 30 days prior to the extraordinary shareholders’ meeting, or 5 days prior to the date for the distribution of dividends or other interests by the Company.
Article 11
The share related affairs of the Company shall be conducted pursuant to the relevant rules and regulations prescribed by the competent authority.
Chapter 3 Shareholders Meeting
Article 12
There are two types of shareholders’ meetings: the general meetings and the extraordinary meetings.
(1) General meetings shall be held within 6 months after the end of each fiscal year.
(2) The Extraordinary Meetings shall be duly convened, if necessary, in accordance with the relevant laws.
Article 13
Pursuant to Article 177 of the Company Act and Article 25-1 of Securities Exchange Act, a shareholder may appoint a proxy to attend the meeting on his/ her behalf. A signed or sealed proxy letter shall be given upon appointing a proxy.
Article 14 The chairman shall be the chairperson of the shareholders' meetings. In case the chairman is absent, he/she may designate one director to act as a proxy. In case where no designation of proxy is made, the Directors shall elect the chairperson amongst themselves.
Article 15 Except under the circumstances set forth in the Company Act, each shareholder shall be entitled one voting right for each share.
Article 16 The shareholders' meeting shall proceed exactly in accordance with the agenda unless changed by the shareholders' meeting.
Unless otherwise provided by the Company Act, a resolution shall be passed if it is agreed by the majority of the attending shareholders, and such attending shareholders shall present more than half of the number of shares issued.
Article 17 Pursuant to Article 183 of the Company Act.
Resolutions adopted by the Shareholders' Meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders within 20 days after the shareholders' meeting.
The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, and a summary and outcome of all proceedings of the meeting.
Chapter 4 Board of Directors
Article 18 The Company shall have five to nine Directors.
The term of office for Directors shall be three years and the Directors shall be eligible for re-elections.
The election of the Directors shall adopt the candidate nomination system. The shareholders shall elect the Directors from the list of candidates given by the Company.
Relevant matters of the professional qualification, nomination and election as well as other necessary requirements shall comply with the Company Act, Securities Exchange Act, and other relevant laws and regulations.
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The Company shall purchase liability insurance for directors with respect to their liabilities based on their duties and terms.
Article 18-1 Pursuant to Article 14-2 of the Securities Exchange Act, among the directors, there shall be no less than three Independent Directors. The number of Independent Directors shall be no less than one fifth of the directors.
Each share shall have voting rights in number equal to the directors to be elected, and such rights can be combined to vote for one candidate or divided to vote for several candidates. The candidate whom the most votes cast for shall be the Director. Elections for independent and non-independent directors shall be held at the same time but counted and elected separately.
Article 18-2 Pursuant to Article 14-4 of the Securities Exchange Act, the Company shall establish Audit Committee, consisting of all Independent Directors. Duties and rules to abided by of the Audit Committee shall be conducted in accordance to the Company Act, the Securities Exchange Act, the Articles of Incorporation and other relevant laws and regulations.
Article 19 When one third of the Board become vacant or when all the Independent Directors are discharged, the Board shall convene an extraordinary shareholders meeting within 60 days to re-elect, and the tenure thereof shall be the remaining terms of the vacancy.
When an Independent Director is discharged from his/ her position, the Board shall fill the vacancy during the next shareholders meeting.
Article 20 When new directors are not elected in time before the expiration of the tenure of the existing directors, the said tenure shall be extended until the new directors are elected and assumed their office.
Article 21 The directors shall form a Board of Directors. The chairman and vice chairman shall be elected by and from among the directors with the attendance of more than two-thirds of the directors. The chosen chairman shall conduct all the business of the Company pursuant to the laws and regulations, Articles of Incorporation and resolutions adopted at the shareholders' meetings and directors' meetings.
Article 21-1 Directors of this Company are not restricted to the "non-compete clause" from Article 209 of the Company Act. This article is only applicable to
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Article 2-11 to 2-23 of the Articles of Incorporation. Also, one shall explain to the shareholders meeting about the contents of such action and obtain approvals from the shareholders.
Article 22
The business policies and other important matters shall be determined by the Board.
Except for the first meeting of each term of the Board, which shall be convened and presided pursuant to Article 203 of the Company Act, all other Board meetings shall be convened and presided by the chairman. When the chairman is unable to perform his/ her duties, he/ she may designate a director to act on his/ her behalf. In case there is no appointed delegate, the directors shall elect one from among themselves.
Article 23
Unless otherwise provided in the Company Act, the Board meetings shall be attended by a majority of the directors. When a director cannot attend the meeting, he/ she may appoint another director to act on his/ her behalf, by presenting a power of attorney stating the scope of authorization regarding each matter proposed to be dealt with at the meeting, provided that such appointment shall be limited to one director only.
Article 23-1
The Board meeting shall be convened at least once every three months. The notices of meeting shall indicate the subjects of the meeting and be delivered to all Directors seven days prior to the scheduled date. When urgent, a meeting may be convened at any time. The notices of meeting shall be sent by means of fax or email.
Article 24
Resolutions at a Board meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all Directors within 20 days after the Board meeting and shall contain information such as a summary and outcome of all proceedings of the meeting.
Article 25
The Company shall abolish the supervisor procedures when establishing an Audit Committee. The Audit Committee or its members shall be responsible for performing duties that are provided under the Company Act, Securities and Exchange Act, and other relevant laws and regulations.
Article 25-1
Whether the Company makes profit or not, the Board shall give compensation to the directors who have performed their duties. The Board is authorized to decide the compensation to directors according to his/her
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contribution to the operation and involvement in the operation of the Company, comparable to peers' levels.
Chapter 5 Managers and Personnel
Article 26
The Company shall appoint one or more managers. The appointment, removal, and compensation of the managers shall be approved by more than 50% of the attending directors who shall be more than 50% of all directors.
Article 27
The Company may, by resolution of the Board, retain consultants or key officers. (Pursuant to Article 23.)
Article 28
Appointment of other personnel shall be arranged according to the Company Personnel Rules and Procedures.
Chapter 6 Accounting
Article 29
The Board shall prepare the following reports after the end of each fiscal year and submit to the Audit Committee for auditing thirty days prior to the general shareholders' meeting for their ratifications.
(1) Business Report
(2) Financial Statements
(3) Proposal of distribution of earnings or Covering of losses.
Article 30
If the Company has profits in a fiscal year, it shall set aside 3% of the profits as employee bonuses (of which not less than 1.5% of the profits shall be allocated for distribution to non-managerial employees) and no more than 1% of the profit as director compensation. However, if the Company has accumulated losses, it shall first reserve a certain amount for offsetting losses, then allocate for the employee bonuses and director compensation proportionally from the remaining amount.
Employees bonuses shall be distributed in forms of stock or cash.
Both employees' bonuses and directors compensation are resolved by over half of the votes at a Board of Directors meeting attended by at least two-thirds of the total number of directors and shall be reported to the
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shareholders' meeting.
Article30-1 When allocating the earnings, the Corporation shall first estimate and reserve the taxes to be paid, offset its losses, set aside a legal capital reserve at 10% of the remaining earnings provided that the amount of accumulated legal capital reserve has not reached the amount of the paid-in capital of the Corporation, then set aside a special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. The Board shall submit proposals to the shareholders' meeting for resolution.
Except under conditions governed by the Company Act and the Articles of Incorporation, concerning the concept of going concern, distribution of earnings shall be proposed during the shareholders' meeting each year, depending on the business results, financial status, and capital planning.
The total amount of dividends shall be less than 20% of amount of cash dividends distributed.
Chapter 7 Supplementary Provisions
Article 31 The Board shall determine the company bylaws and the detailed procedures.
Article 32 Issues that are not fully addressed in the Articles of Incorporation shall be processed in accordance with the Company Act and other relevant rules and regulations.
Article 33 These Articles of Incorporation were established on 11 December 1974.
The first amendment was made on 30 June 1975.
The second amendment was made on 18 May 1976.
The third amendment was made on 30 August 1977.
The fourth amendment was made on 10 November 1978.
The fifth amendment was made on 5 September 1980.
The sixth amendment was made on 14 October 1980.
The seventh amendment was made on 4 April 1981.
The eighth amendment was made on 2 August 1981.
The ninth amendment was made on 5 May 1985.
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The tenth amendment was made on 19 June 1986.
The eleventh amendment was made on 30 June 1987.
The twelfth amendment was made on 15 August 1988.
The thirteenth amendment was made on 3 September 1989.
The fourteenth amendment was made on 17 October 1990.
The fifteenth amendment was made on 25 May 1991.
The sixteenth amendment was made on 27 June 1992.
The seventeenth amendment was made on 12 June 1993.
The eighteenth amendment was made on 14 May 1994.
The nineteenth amendment was made on 12 August 1994.
The twentieth amendment was made on 17 May 1995.
The twenty-first amendment was made on 10 June 1995.
The twenty-second amendment was made on 2 March 1996.
The twenty-third amendment was made on 23 May 1997.
The twenty-fourth amendment was made on 4 November 1997.
The twenty-fifth amendment was made on 29 May 1998.
The twenty-sixth amendment was made on 24 May 1999.
The twenty-seventh amendment was made on 22 June 2000.
The twenty-eighth amendment was made on 5 June 2002.
The twenty-nineth amendment was made on 16 June 2005.
The thirtieth amendment was made on 15 June 2006.
The thirty-first amendment was made on 4 June 2010.
The thirty-second amendment was made on 30 June 2011.
The thirty-third amendment was made on 14 June 2012.
The thirty-fourth amendment was made on 24 June 2013.
The thirty-fifth amendment was made on 28 April 2015.
The thirty-sixth amendment was made on 16 December 2015.
The thirty-seventh amendment was made on 4 May 2016.
The thirty-eighth amendment was made on 14 June 2023.
Thirty-ninth amendment was made on 11 June 2025.
63
Appendix 3
SUNKO INK CO., LTD
Shareholdings of All Directors
As of 18 April 2026
| Title | Name | Number of Shares Held | Shareholding (%) |
|---|---|---|---|
| Chairman | KT Investment Company, Limited | 10,810,010 | 5.85% |
| Director | Chiaoli Investment Company, Limited | 6,503,902 | 3.52% |
| Independent Director | LU,YU-HUA | 0 | 0.00% |
| Independent Director | HO,CHIEN-HSING | 0 | 0.00% |
| Independent Director | CHUNG, KAI-SHIUN | 0 | 0.00% |
| Shareholdings of all directors | 17,313,912 | 9.36% | |
| Note: The number of shares legally required to be held by all directors: 11,093,045 shares. The number of shares legally required to be held (as of 18 April 2026) by all Directors: 17,313,912 shares The percentage of shareholding of all directors, other than three independent directors, shall be decreased to 80%. |