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SYNCMOLD — AGM Information 2026
Apr 28, 2026
51868_rns_2026-04-28_b664b7a5-0055-4180-b3ca-60403607de9d.pdf
AGM Information
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Stock Code: 1582
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Syncmold Enterprise Corp.
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2026 Annual General Meeting Meeting Handbook
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May 29, 2026
Location: 6F, No. 75, Shuangfeng Road, Xinzhuang District, New Taipei City (Mu Dan Xin Activity Center)
Form of Shareholders’ Meeting: Physical 6F, Ner)
Table of Contents
| Meeting Agenda----------------------------------------------------------------------- | 01 |
|---|---|
| Report Items--------------------------------------------------------------------------- | 02 |
| Ratifications--------------------------------------------------------------------------- | 03 |
| Discussions---------------------------------------------------------------------------- | 05 |
| Election Matters----------------------------------------------------------------------- | 08 |
| Other Matters-------------------------------------------------------------------------- | 10 |
| Questions and Motions--------------------------------------------------------------- | 10 |
| Adjournment-------------------------------------------------------------------------- | 10 |
| Attachment I. 2025 Business Report------------------------------------------------ | 11 |
| Attachment II. Audit Committee’s Review Report---------------------------------- | 14 |
| Attachment III. Report on the Distribution of 2025 Remuneration to Employees | |
| and Directors-------------------------------------------------------------------------- | 15 |
| Attachment IV. CPA’s Audit Report and Financial Statements-------------------- | 16 |
| Attachment V. Consolidated CPA’s Audit Report and Financial Statements------ | 27 |
| Attachment VI. 2025 Earnings Distribution Statement----------------------------- | 38 |
| Attachment VII. Table of Amendments to the Articles of Incorporation---------- | 39 |
| Attachment VIII. Positions Concurrently Held by Director Candidates at Other | |
| Companies----------------------------------------------------------------------------- | 42 |
| Appendices: | |
| Appendix I. Shareholding Status of Directors--------------------------------------- | 44 |
| Appendix II. Rules and Procedures of Shareholders’ Meeting--------------------- | 45 |
| Appendix III. Articles of Incorporation (Before Amendment)-------------------- | 61 |
| Appendix IV. 2026 Restricted Stock for Employees Issuance Plan---------------- | 68 |
| Appendix IV. Rules of Election of Directors---------------------------------------- | 73 |
Syncmold Enterprise Corp. 2026 Annual General Shareholders' Meeting Agenda
Time and Date: 9:00 a.m. on May 29, 2026 (Friday)
Location: 6F, No. 75, Shuangfeng Road, Xinzhuang District, New Taipei City (Mu Dan Xin Activity Center)
Agenda:
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I. Call the Meeting to Order
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II. Chairperson Remarks
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III. Report Items
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(I) 2025 Business Report
(II) Audit Committee’s Review Report on the 2025 Financial Statements
(III) Report on the Distribution of 2025 Remuneration to Employees (Including Entry-level Employees) and Directors
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IV. Ratifications
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(I) Ratification of 2025 Financial Statements
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(II) Ratification of 2025 Earnings Distribution Statement
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V. Discussions
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(I) Amendments to the Articles of Incorporation
(II) Proposal for the Company’s issuance of restricted stock for employees in 2026
- VI. Election
Election of Board Directors
VII. Other Matters
Proposal to Remove the Non-Competition Restriction on New Directors of the 17th Board of Directors
VIII.Questions and Motions
- IX. Adjournment
1
Report Items
Proposal 1
Summary: The 2025 Business Report is submitted for review and approval. Description: Please refer to Attachment 1 (Pages 11 to 13).
Proposal 2
Summary: Audit Committee’s Review Report on the 2025 Financial Statements is submitted for review and approval.
Description: Refer to Attachment 2 (Page 14).
Proposal 3
Summary: Report on the Distribution of 2025 Remuneration to Employees (Including Entry-level Employees) and Directors is submitted for review and approval. Description: Refer to Attachment 3 (Page 15).
2
Ratifications
Proposal 1
Summary: The 2025 Financial Statements are submitted for ratification
(proposed by the Board of Directors)
Description:
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I. The Company’s 2025 Financial Statements and Consolidated Financial Statements were audited by CPA Huang, Yao-Lin and CPA Chou, ShihChieh of Deloitte Taiwan, by whom this Audit Report with an unqualified opinion plus the Other Matters paragraph was issued.
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II. Please refer to Attachment 1 (pages 11 to 13), Attachment 4 (pages 16 to 26), and Attachment 5 (pages 27 to 31) for the Company’s 2025 Business Report, Financial Statements, and Consolidated Financial Statements.
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III. They are brought forth for your ratification.
Resolution:
Proposal 2
Summary: The 2025 Earnings Distribution Statement is submitted for ratification
(proposed by the Board of Directors)
Description:
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I. The 2025 Earnings Distribution Statement is prepared in compliance with Article 20 of the Company’s Articles of Incorporation.
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II. The Company’s undistributed earnings in the prior year were NT$891,976,229. After adding NT$1,612,697 recognized in retained earnings from the remeasurement of the defined benefit plan and deducting NT$654,046 recognized in retained earnings from the disposal of equity instruments measured at fair value through other comprehensive income, the adjusted undistributed earnings amounted to NT$892,934,880. The Company’s 2025 after-tax net income was NT$497,416,248. A legal reserve of NT$49,837,490 and a special reserve of NT$187,231,533 were appropriated, resulting in total distributable earnings of NT$1,153,282,105. It is proposed to distribute a cash dividend of NT$3 per share, totaling NT$432,805,812. After the above distribution, the remaining undistributed earnings at the end of 2025 amounted to NT$720,476,293. For the Earnings Distribution Statement, refer to Attachment 6 (Page 32).
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III. The cash dividends intended to be distributed this time were calculated by the shareholding ratio of shareholders listed in the shareholder roster as of the dividend payout base date. Cash dividends were calculated to the nearest integer (rounded down). The sum of odd lots was included as part of other income of the Company. The Chairman us authorized to set the dividend record date and the payout date, and to arrange other relevant matters.
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IV. For the distribution of earnings in the preceding paragraph, in case of changes that may occur to the number of outstanding shares, which leads to changes to the payout ratio, it is proposed that the Chairman is authorized to have the full discretion to handle such matters.
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V. They are brought forth for your ratification.
Resolution:
4
Discussions
Proposal 1
Summary: Amendments to the Company's “Articles of Incorporation”
(proposed by the Board of Directors)
Description:
-
I. In response to operational needs, it is proposed to amend certain provisions of the Company's “Articles of Incorporation”.
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II. Please refer to Attachment 7 for the Table of Amendments to the Articles of Incorporation (pages 39 to 41).
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III. It is brought forth for discussion.
Resolution:
Proposal 2
Summary: Proposal for the Company’s issuance of restricted stock for employees in 2026 (proposed by the Board of Directors)
Description:
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I. To retain key professional talent and enhance employee cohesion and sense of belonging, thereby creating shared value for the Company and its shareholders, it is proposed to issue restricted stock for employees in 2026. Subject to approval by the shareholders’ meeting and upon receipt of the effective registration notice from the competent authority, such issuance may be carried out in one or multiple tranches within two years, as resolved by the Board of Directors.
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II. Total Issuance Amount: The total issuance amount of the restricted stock for employees shall not exceed NT$15,000,000, with a par value of NT$10 per share, representing a total of 1,500,000 common shares.
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III. Issuance Terms:
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Issue Price: Issued at NT$0 per share, to be granted to employees without consideration.
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Type of Shares Issued: New common shares of the Company.
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Vesting Conditions and Related Matters: For details regarding vesting conditions, treatment of employees who fail to meet vesting conditions or in the event of inheritance, job transfers, distribution of vested shares to employees or their heirs pursuant to trust arrangements, and
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restrictions on rights prior to vesting, please refer to Appendix 4 (pages 68 to 72), “2026 Restricted Stock for Employees Issuance Plan.”
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IV. Eligibility Criteria and Allocation of Shares:
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Limited to full-time regular employees within the Company and its subsidiaries (as defined under Article 369-2, Paragraph 1 of the Company Act).
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The employees eligible to receive restricted stock and the number of shares allocated to each will be determined based on factors such as years of service, job grade, performance, overall contribution, special achievements, and other relevant management considerations. The allocation proposal shall be approved by the Chairman and submitted to the Board of Directors for resolution. For employees who are managerial officers or directors with employee status, prior approval from the Remuneration Committee is required; for those who are not managerial officers, prior approval from the Audit Committee is required.
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The number of shares allocated to any single employee shall be subject to the requirements set forth in Article 60-9 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.
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V. Reasons for the Issuance of Restricted Stock for Employees: To retain key professional talent and enhance employee cohesion and sense of belonging, thereby creating shared value for the Company and its shareholders.
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VI. Potential Expense Recognition, Dilution of Earnings per Share, and Other Impacts on Shareholders’ Equity:
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Potential Expense Recognition:
The Company shall measure the fair value of the shares on the grant date and recognize related expenses over the vesting period. Assuming a closing price of NT$82 per common share for calculation purposes, the total potential expense to be recognized, assuming full vesting, is estimated at NT$123,000 thousand. The estimated expenses to be recognized from 2026 to 2029 are NT$16,722 thousand, NT$40,962 thousand, NT$41,075 thousand, and NT$24,241 thousand, respectively.
- Dilution of Earnings per Share:
Based on 144,268,604 weighted-average outstanding common shares as
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of April 14, 2026, the estimated reduction in earnings per share from 2026 to 2029 is NT$0.12, NT$0.28, NT$0.28, and NT$0.17 per share, respectively.
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Other Impacts on Shareholders’ Equity: No material impact.
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VII. Pursuant to Article 267, Paragraph 8 of the Company Act and the relevant provisions of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers promulgated by the Financial Supervisory Commission, the Company has formulated the 2026 Restricted Stock for Employees Issuance Plan. Please refer to Appendix 4 (pages 68 to 72).
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VIII. For matters relating to the issuance of restricted stock for employees, should any amendments or adjustments be required by the competent authority in the future, it is proposed that the shareholders’ meeting authorize the Board of Directors to handle such matters with full discretion.
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IX. It is brought forth for discussion.
Resolution:
7
Election
Summary: An election of all of the Company’s directors
(made by the Board of Directors)
Description:
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I. The term of office of the directors of the Company’s 16th Board of Directors will end on June 15, 2026. In accordance with Article 199-1 of the Company Act, if new directors are elected before the term of office of the existing directors ends, the latter will be certainly dismissed early after the end of the term if no resolution that directors shall be dismissed upon the end of the term of office is adopted.
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II. In accordance with Article 13 of the Articles of Incorporation, seven directors (including four independent directors) shall be elected at this time, with the term of office lasting three years from May 29, 2026 to May 28, 2029.
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III. In accordance with Article 13 of the Articles of Incorporation and the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, seven directors (including four independent directors) shall be elected through a candidate nomination system.
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IV. The list of director candidates has been reviewed and approved by the Company's first Board meeting in 2026. The relevant information is as follows:
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| Type | Name | Education | Experience | Name of Juridical Person Represented |
Number of Shares Held |
Whether the Individual has Served as an Independent Director for Three Consecutive **Terms/Reason ** |
|---|---|---|---|---|---|---|
| Director | Chen, Chiu- Lang |
Yangtze High School |
Chairman and President, Syncmold Enterprise Corp. |
- | 11,258,211 | N/A |
| Director | Chuang, Shu- Yen |
Guogou Junior High School |
Chairman, Taixin Investment Co., Ltd. and Chairman, Jiaxuan Investment Co., Ltd. |
- | 1,918,684 | N/A |
| Director | Chen, Chien- Yuan |
Master of Human Resource Management, Griffith University |
Directors, Fu Yan Investment Corporation |
Fu Yan Investment Corporation |
5,200,139 | N/A |
| Independent Director |
Tsai, Shi- Kuang |
Master of Accounting, National Taiwan University |
CPA, T.K. Tsai & Co., CPAs |
- | - | No |
| Independent Director |
Yen, Ta-He |
Master of Laws, Southern Methodist University |
Prosecutor- General, Supreme Prosecutors Office |
- | - | No |
| Independent Director |
Chiu, Hui-Qin |
Master of Industrial Engineering and Management, National Taipei University of Technology |
Executive Director/CSO, Ju Teng International Holdings Ltd. |
- | - | No |
| Independent Director |
Shu-Yu Li |
Master of Business Administration, National Chengchi University |
Regional Chief Operating Officer, FULAGAI Capital Co., Ltd. |
- |
- | No |
V. Refer to Appendix V for the Company’s Rules of Election of Directors (pages 74 to 75).
VI. It is brought forth for a vote.
Election Results:
9
Other Matters
Summary: Proposal to remove the non-compete clause for new directors of the 17th
Board of Directors
- (made by the Board of Directors)
Description:
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I. According to Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain during the shareholders’ meeting the essential contents of such behavior and secure its approval.”
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II. If the new directors of the Company’s 17th Board of Directors invest in or operate other companies with the same or similar business scope to that of the Company and serve as a director or manager at such companies, it is proposed to this shareholders meeting to approve the removal of the non-compete clause for the new directors and their representatives. Refer to Attachment VIII for the positions concurrently held by director candidates at other companies (page 42).
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III. It is brought forth for discussion.
Resolution:
Questions and Motions:
Adjournment:
10
Attachment I
Syncmold Enterprise Corp.
2025 Business Report
We hereby report the Company's business performance in 2025 as follows:
Looking back at 2025, following the tariff shock in the second quarter, easing global inflationary pressures, rapid growth in artificial intelligence, and improved liquidity conditions, overall market confidence gradually stabilized. However, the Company continued to face significant challenges due to geopolitical uncertainties, cautious demand in the personal computer market, and the impact of exchange rate fluctuations.
Looking ahead to 2026, in response to the ongoing transformation of global supply chains, the Company will continue to strengthen its capacity deployment in Southeast Asia (Vietnam and Thailand) and flexibly adjust its global capacity allocation based on customer demand. At the same time, the Company will continue to invest in the development of new applications and products, including rollable/foldable devices, mobile display stands, and precision components for the defense industry, while deepening the extended applications of its existing products to enhance penetration into new customer segments. In addition, with AI PCs expected to drive a recovery in the overall PC market next year, the Company remains cautiously optimistic about its future outlook despite challenges arising from changes in the macroeconomic environment.
I. 2025 Business Result:
1. Business Plan and Implementation Results
The Company’s consolidated operating revenue for 2025 amounted to NT$8,679,412 thousand, representing a decrease of 7.71% compared to NT$9,404,071 thousand in 2024. The gross profit margin for 2025 was 23.54%, a decrease of 5.58 percentage points from 29.12% in 2024. Earnings per share for 2025 were NT$3.45.
- Financial Revenue and Expenditures and Profitability:
| Unit: NT$ thousand; % | Unit: NT$ thousand; % | |||
|---|---|---|---|---|
| Analysis Item | 2024 | 2025 | ||
| Revenue and expenditure |
Interest income | 118,096 | 80,433 | |
Interest expenditure |
46,491 | 46,491 | ||
| Profitability | Return on asset (%) | 8.72 | 4.35 |
|
| Return on shareholders’ equity (%) | 13.94 | 6.81 |
||
As a percentage of paid-in capital (%) |
Operating income |
95.21 | 52.14 |
|
| Net income before tax |
114.54 | 60.53 |
||
| Net profit margin (%) | 11.20 | 6.16 |
||
| Earnings per share (weighted average) |
7.13 | 3.45 |
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3. Research and Development:
The Company’s R&D strategy for 2025 follows a dual-track approach of “core product optimization” and “expansion into emerging applications.” On the core product side, the Company focuses on optimizing the design and components of LCD monitors, gaming monitors, and TV stands to maintain its market leadership. In terms of expanding into emerging applications, in response to the trend of mobile working, the Company is developing foldable stands suitable for various portable devices, enhancing product portability and functional integration. In addition, the Company has successfully extended its precision mechanical capabilities into the defense sector, including foldable deployment mechanisms for solar panels and precision components for solid-state ion thrusters used in CubeSats, demonstrating its technological strength in expanding from consumer electronics into advanced technology applications.
II. Outline of the 2025 Business Plan:
Business Policy
(1) Optimize product portfolios and deploy new product applications.
(2) Continue to strengthen R&D human resources.
(3) Expand automated production equipment to reduce the impact of labor shortage.
(4) Expand production capacity in Southeast Asia in line with customer demand.
(5) Increase the in-house production ratio of components to effectively control costs.
III. Future Development Strategy:
The Company will actively respond to the global supply chain transformation trend by continuing to strengthen its capacity deployment in Southeast Asia (Vietnam and Thailand). Through the implementation and scaling of automated production equipment, the Company will flexibly adjust its global capacity allocation based on customer demand. While enhancing production efficiency and product quality, it will effectively mitigate operational challenges arising from labor shortages, ensuring a high level of supply flexibility and stability.
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In terms of product development and market expansion, the Company remains committed to innovation. In addition to consolidating its leadership in display stands, it will actively extend its technological applications into emerging niche areas such as foldable devices and mobile display stands. At the same time, the Company will accelerate the development of precision components for the defense industry to create new growth drivers.
Looking ahead, the Company remains cautiously optimistic about its overall operations and is committed to achieving stable growth amid a dynamic environment, with the goal of delivering long-term value to its shareholders.
Chairman: Chen, Chiu-Lang Manager: Chen, Chiu-Lang Accounting Manager: Hsu, Shu-Fen
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Attachment II
Audit Committee’s Review Report
The Board of Directors prepared and submitted the 2025 Business Report, Financial Statements, Consolidated Financial Statement, and Proposal on Distribution of Earnings. The Financial Statements, in particular, were completely audited by CPA Huang, Yao-Lin and CPA Chou, Shih-Chieh of Deloitte Taiwan, by whom this Audit Report was issued.
The above-mentioned Business Report, Financial Statement, Consolidated Financial Statement, and Proposal on Distribution of Earnings have been reviewed by the Audit Committee and no discrepancy has been found. Therefore, according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the report is prepared as above.
Your review and approval are cordially requested. To
Syncmold Enterprise Corp. 2026 Annual General Shareholders' Meeting
Convener of the Audit Committee: Tsai, Yong-Lu
March 2, 2026
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Attachment III
Syncmold Enterprise Corp.
Report on the Distribution of 2025 Remuneration to Employees
(Including Entry-level Employees) and Directors
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I. According to Paragraph 1 of Article 20 of the Articles of Incorporation, “The Company shall set aside the remuneration in the event any remainder following retention of the pre-tax profit of the year prior to subtraction of the remuneration to employees (including entry-level employees) and that to directors for making up accumulated losses, which may not be less than 3% to employees (of which not less than 10% shall be allocated to entry-level employees) and no greater than 2% to directors”, as per which the Company decided the remuneration distributed to directors and employees (including entry-level employees) for 2025.
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II. The self-assessed income before tax of the Company in 2025 before subtraction of the remuneration to employees and that to directors came to NT$629,732,281. It is proposed to distribute the remuneration of NT$12,000,000 to directors and NT$50,000,000 to employees.
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III. The above distribution of employees’ remuneration includes NT$9,000,000 allocated as remuneration to entry-level employees, representing 18% of the total employees’ remuneration.
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IV. All employees’ remuneration for 2025 (including that for entry-level employees) will be distributed in cash.
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Attachment IV
Independent Auditors’ Report
ToSyncmold Enterprise Corp.:
Audit Opinion
We have audited the parent company only balance sheets of Syncmold Enterprise Corp. as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity, and cash flows for the years from January 1 to December 31, 2025 and 2024, as well as the notes to the parent company only financial statements (including a summary of significant accounting policies).
In our opinion, based on our audits and the reports of other auditors (refer to the Other Matters section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Syncmold Enterprise Corp. as of December 31, 2025 and 2024, and its parent company only financial performance and cash flows for the years from January 1 to December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Syncmold Enterprise Corp. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Syncmold Enterprise Corp. for the year 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters for the 2025 parent company only financial statements of Syncmold Enterprise Corp. are described as follows:
Occurrence of Revenue from Triangular Trade Sales
Syncmold Enterprise Corp.'s revenue from triangular trade sales is recognized only when overseas subsidiaries have actually shipped the goods, at which point control of the inventory is transferred. Given that revenue from triangular trade sales is significant to total operating revenue and involves frequent transactions, the occurrence of such revenue has been identified as a key audit matter for 2025. Please refer to Note 4 to the parent company only financial statements for the Company’s revenue recognition policy.
The principal audit procedures performed in response to this key audit matter are as follows:
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Obtained an understanding of and evaluated the design and operating effectiveness of internal controls related to revenue.
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Selected samples from the details of triangular trade sales revenue and performed substantive testing, including examination of supporting documentation, to verify that the transactions occurred.
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Inspected cash receipt documentation or reconciled records with customers to identify any unusual items.
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Other Matters
Certain investments accounted for using the equity method included in the aforementioned parent company only financial statements were not audited by us, but were audited by other auditors. Accordingly, our opinion on the parent company only financial statements, insofar as it relates to the amounts included in respect of such equity-method investments, is based on the reports of other auditors. As of December 31, 2025 and 2024, the carrying amounts of the aforementioned equitymethod investments not audited by us were NT$214,821 thousand and NT$188,702 thousand, representing 2.04% and 1.69% of the total assets of Syncmold Enterprise Corp., respectively. For the years ended December 31, 2025 and 2024, the shares of comprehensive income recognized from the subsidiaries and affiliated companies accounted for using the equity method, which were not audited by us, amounted to NT$32,959 thousand and NT$31,195 thousand, representing 10.59% and 2.27% of the Company’s comprehensive income, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for maintaining such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is also responsible for assessing Syncmold Enterprise Corp.’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate Syncmold Enterprise Corp. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) of Syncmold Enterprise Corp. are responsible for overseeing the financial reporting process.
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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. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
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In performing an audit in accordance with auditing standards, we exercise professional
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judgment and maintain professional skepticism. In addition, we perform the following procedures:
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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 sufficient and appropriate audit evidence to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Syncmold Enterprise Corp.’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude, based on the audit evidence obtained, on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on Syncmold Enterprise Corp.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Syncmold Enterprise Corp. to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the parent company only financial statements, including the related notes, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the components within Syncmold Enterprise Corp. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit and for forming the audit opinion on the parent company only financial statements of Syncmold Enterprise Corp.
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 identified during the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of Syncmold Enterprise Corp. for the year 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or, 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.
Deloitte Taiwan
Huang, Yao-Ling, CPA Chou, Shih-Chieh, CPA Signature (Seal) Signature (Seal) Approval Reference No. by the Financial Approval Reference No. by the Financial Supervisory Commission Supervisory Commission Jin-Guan-Zheng-Shen No. 1060004806 Jin-Guan-Zheng-Shen No. 1110348898
March 2, 2026
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Syncmold Enterprise Corp. Parent Company Only Balance Sheets
For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand
| Code Assets Current Assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss – current 1136 Financial assets at amortized cost – current 1170 Accounts receivable, net 1180 Accounts receivable – related parties 1210 Other receivables - related parties 130X Inventories, net 1470 Other current assets 11XX Total current assets Non-current Assets 1510 Financial assets at fair value through profit or loss – non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1805 Goodwill 1840 Deferred tax assets 1975 Net defined benefit assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total Assets Code Liabilities and Equity Current Liabilities 2100 Short-term borrowings 2170 Accounts payable 2180 Accounts payable – related parties 2219 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities – current 2322 Long-term borrowings due within one year 2399 Other current liabilities 21XX Total current liabilities Non-current Liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Lease liabilities – non-current 2645 Guarantee deposits received 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity 3110 Common stock 3200 Capital surplus Retained Earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings 3300 Total retained earnings Other Equity 3410 Exchange differences on translation of financial statements of foreign operations 3420 Unrealized gains on financial assets at fair value through other comprehensive income 3400 Total other equity 3XXX Total Equity Chairman: Chen, Chiu-Lang Manager: Chen, Chiu-Lang |
December 22, 2025 December 22, 2024 Amount % Amount % $ 439,924 4 $ 1,043,715 9 202,603 2 171,728 2 - - 458,990 4 701,358 7 323,902 3 182,551 2 203,289 2 13,143 - 9,241 - 53,270 - 107,083 1 6,092 - 18,887 - 1,598,941 15 2,336,835 21 76,128 1 87,755 1 8,314,067 79 8,240,411 73 174,405 2 187,834 2 1,144 - 832 - 5,112 - 6,186 - 324,597 3 324,597 3 1,004 - 1,817 - 11,370 - 10,457 - 601 - 1,242 - 8,908,428 85 8,861,131 79 $ 10,507,369 100 $ 11,197,966 100 $ 1,413,000 14 $ 1,090,000 10 208 - 4,887 - 1,181,541 11 1,582,826 14 232,178 2 331,147 3 133,135 1 103,806 1 74,051 1 48,618 - 639 - 533 - 4,642 - 4,558 - 3,265 - 3,783 - 3,042,659 29 3,170,158 28 30,129 - 34,771 1 171,286 2 253,720 2 514 - 307 - 140 - 140 - 8,621 - 7,958 - 210,690 2 296,896 3 3,253,349 31 3,467,054 31 1,442,686 14 1,442,686 13 3,376,992 32 3,371,549 30 1,231,223 12 1,128,761 10 272,779 2 619,827 5 1,390,351 13 1,440,868 13 2,894,353 27 3,189,456 28 477,874 ) ( 4 ) ( 281,598 ) ( 2 ) 17,863 - 8,819 - 460,011) ( 4) ( 272,779) ( 2) 7,254,020 69 7,730,912 69 $ 10,507,369 100 $ 11,197,966 100 Accounting Manager: Hsu, Shu-Fen |
December 22, 2024 | December 22, 2024 | ||
|---|---|---|---|---|---|
| % | |||||
( ( |
9 2 4 3 2 - 1 - 21 1 73 2 - - 3 - - - 79 100 10 - 14 3 1 - - - - 28 1 2 - - - 3 31 13 30 10 5 13 28 ( 2 ) - ( 2) 69 100 |
21
Syncmold Enterprise Corp.
Parent Company Only Statements of Comprehensive Income For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand, except EPS in NT$
| Code 4000 Operating income 5000 Operating costs 5900 Gross profit Operating Expenses 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Reversal of expected credit losses 6000 Total operating expenses 6900 Net operating profit Non-operating Income and Expenses 7010 Other income 7020 Other gains and losses 7100 Interest income 7230 Net foreign exchange (loss) gain 7235 Net gain on financial assets at fair value through profit or loss 7370 Share of profit of subsidiaries and affiliated companies under equity method 7510 Interest expense 7000 Total non-operating income and expenses |
2025 | % 100 83 17 4 7 4 - 15 2 - - 1 - 2 15 ( 1) 17 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 3,634,923 2,816,064 818,859 120,124 274,537 164,895 92) 559,464 259,395 7,498 169 56,896 22,352 23,711 853,551 17,683) 946,494 |
% | |||||
( ( |
100 78 22 3 8 4 - 15 7 - - 2 1 1 23 ( 1) 26 |
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22
(Continued from previous page)
| Code 7900 Net profit before tax 7950 Income tax expense 8200 Net profit for the year Other Comprehensive Income Items not reclassified to profit or loss: 8311 Remeasurement of defined benefit plans 8320 Share of OCI of subsidiaries and affiliated companies under equity method 8349 Income tax related to items not reclassified 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8300 Total other comprehensive income for the year 8500 Total comprehensive income for the year Earnings per Share 9710 Basic 9810 Diluted |
2025 | % 19 3 16 - - - ( 6) ( 6) 10 |
2024 | |||
|---|---|---|---|---|---|---|
| % | ||||||
| 33 5 28 - - - 10 10 38 |
Chairman: Chen, Chiu-Lang Manager: Chen, Chiu-Lang Accounting Manager: Hsu, Shu-Fen
23
Syncmold Enterprise Corp. Parent Company Only Statements of Changes in Equity For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand
| Code A1 Balance as of January 1, 2024 Appropriation and Distribution of 2023 Earnings B1 Legal reserve B3 Special reserve B5 Cash dividends Subtotal C7 Changes in affiliated companies accounted for using equity method C17 Dividends unclaimed beyond the statutory period transferred to capital surplus D1 Net income for 2024 D3 Other comprehensive income after tax for 2024 D5 Total comprehensive income for 2024 I1 Conversion of convertible bonds M5 Acquisition of partial interest in subsidiary M7 Changes in ownership interest in subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2024 Appropriation and Distribution of 2024 Earnings B1 Legal reserve B3 Special reserve B5 Cash dividends Subtotal C17 Dividends unclaimed beyond the statutory period transferred to capital surplus D1 Net income for 2025 D3 Other comprehensive income after tax for 2025 D5 Total comprehensive income for 2025 M5 Acquisition of partial interest in subsidiary Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2025 |
Share Capital Common stock Capital received in advance $ 1,237,258 $ 170,511 - - - - - - - - - - - - - - - - - - 205,428 ( 170,511 ) - - - - - - 1,442,686 - - - - - - - - - - - - - - - - - - - - - $ 1,442,686 $ - |
Share Capital Common stock Capital received in advance $ 1,237,258 $ 170,511 - - - - - - - - - - - - - - - - - - 205,428 ( 170,511 ) - - - - - - 1,442,686 - - - - - - - - - - - - - - - - - - - - - $ 1,442,686 $ - |
Capital surplus $ 3,180,597 - - - - - 85 - - - 166,680 366 23,821 - 3,371,549 - - - - 87 - - - 5,356 - $ 3,376,992 |
Retained Earnings | Retained Earnings | Total $ 2,742,833 - - 578,000) 578,000) 265 ) - 1,021,361 3,188 1,024,549 - - - 339 3,189,456 - - 793,477) 793,477) - 497,416 1,612 499,028 - 654) $ 2,894,353 |
Other Equity Items | Total $ 619,827) - - - - - - - 347,387 347,387 - - - 339) 272,779) - - - - - - 187,886) 187,886) - 654 $ 460,011) |
Total Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations ($ 626,422) - - - - - - - 344,824 344,824 - - - - ( 281,598) - - - - - - ( 196,276) ( 196,276) - - ($ 477,874) |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income $ 6,595 - - - - - - - 2,563 2,563 - - - ( 339) 8,819 - - - - - - 8,390 8,390 - 654 $ 17,863 |
|||||||||||||||||
| Common stock $ 1,237,258 - - - - - - - - - 205,428 - - - 1,442,686 - - - - - - - - - - $ 1,442,686 |
||||||||||||||||||
| Legal reserve $ 1,064,029 64,732 - - 64,732 - - - - - - - - - 1,128,761 102,462 - - 102,462 - - - - - - $ 1,231,223 |
Special reserve $ 518,796 - 101,031 - 101,031 - - - - - - - - - 619,827 - 347,048 ) - 347,048) - - - - - - $ 272,779 |
Unappropriated earnings $ 1,160,008 ( 64,732 ) ( 101,031 ) ( 578,000) ( 743,763) ( 265 ) - 1,021,361 3,188 1,024,549 - - - 339 1,440,868 ( 102,462 ) 347,048 ( 793,477) ( 548,891) - 497,416 1,612 499,028 - ( 654) $ 1,390,351 |
||||||||||||||||
( |
( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( |
( ( ( ( ( ( |
( ( ( ( ( ( |
$ 6,711,372 - - 578,000) 578,000) 265 ) 85 1,021,361 350,575 1,371,936 201,597 366 23,821 - 7,730,912 - - 793,477) 793,477) 87 497,416 186,274) 311,142 5,356 - $ 7,254,020 |
Chairman: Chen, Chiu-Lang Manager: Chen, Chiu-Lang Accounting Manager: Hsu, Shu-Fen
24
Syncmold Enterprise Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand
| Code Cash Flows from Operating Activities A00010 Net profit before tax A20010 Adjustments for income and expense items A20100 Depreciation expense A20200 Amortization expense A20300 Reversal of expected credit losses A20400 Net gain on financial assets at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A22400 Share of profit of subsidiaries and affiliated companies under equity method A22500 Net gain on disposal and retirement of property, plant and equipment A23700 Gain on reversal of inventory write- down and obsolescence A24100 Net unrealized foreign exchange loss A30000 Net changes in operating assets and liabilities A31150 Accounts receivable A31160 Accounts receivable – related parties A31200 Inventories A31190 Other receivables - related parties A31240 Other current assets A31990 Other non-current assets A32240 Net defined benefit assets A32150 Notes and accounts payable A32160 Accounts payable – related parties A32180 Other payables A32230 Other current liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash (outflow) inflow from operating activities |
2025 $ 567,732 7,465 7,413 - ( 45,542 ) 23,719 ( 15,525 ) ( 10,758 ) ( 460,957 ) - ( 381 ) 15,700 ( 381,836 ) 20,738 54,194 ( 13,143 ) 24,806 ( 15 ) ( 157 ) ( 22,202 ) ( 401,285 ) ( 98,792 ) 634 ( 728,192 ) ( 22,996 ) ( 126,656) ( 877,844) |
2024 |
|---|---|---|
| $ 1,205,889 19,472 8,535 ( 92 ) ( 23,711 ) 17,683 ( 56,896 ) ( 6,569 ) ( 853,551 ) ( 169 ) ( 6,427 ) 35,737 ( 105,385 ) 9,436 ( 42,859 ) ( 8,717 ) ( 2,114 ) - ( 92 ) ( 68,612 ) 277,345 115,937 ( 198) 514,642 ( 16,941 ) ( 79,412) 418,289 |
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(Continued from previous page)
| Code Cash Flows from Investing Activities B00040 Acquisition of financial assets at amortized cost B00060 Repayment upon maturity of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B00200 Disposal of financial assets at fair value through profit or loss B01800 Acquisition of affiliated companies B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B07500 Interest received B07600 Dividends received BBBB Net cash inflow (outflow) from investing activities Cash Flows from Financing Activities C00100 Increase in short-term borrowings C01700 Repayment of long-term borrowings C03000 Increase in guarantee deposits received C03800 Increase (decrease) in other financing payables – related parties C04020 Repayment of principal portion of lease liabilities C04500 Cash dividends paid C05400 Acquisition of equity interests in subsidiaries CCCC Net cash outflow from financing activities EEEE Net decrease in cash and cash equivalents E00100 Cash and cash equivalents at beginning of year E00200 Cash and cash equivalents at end of year |
2025 ( $ 430,560 ) 881,180 ( 208,434 ) 234,728 - ( 2,238 ) 8,895 656 ( 6,339 ) 24,644 599,492 1,102,024 323,000 ( 4,558 ) - 30,050 ( 693 ) ( 793,477 ) ( 382,293) ( 827,971) ( 603,791 ) 1,043,715 $ 439,924 |
2024 |
|---|---|---|
| ( $ 576,820 ) 264,970 ( 104,639 ) 47,604 ( 5,517 ) ( 9,026 ) 9,415 988 ( 7,930 ) 53,933 164,851 ( 162,171) 230,000 ( 4,484 ) 108 ( 14,950 ) ( 979 ) ( 578,000 ) ( 192,127) ( 560,432) ( 304,314 ) 1,348,029 $ 1,043,715 |
Chairman: Chen, Chiu-Lang
Manager: Chen, Chiu-Lang Accounting Manager: Hsu, Shu-Fen
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Attachment V
Independent Auditors’ Report
To Syncmold Enterprise Corp.:
Audit Opinion
We have audited the consolidated balance sheets of Syncmold Enterprise Corp. and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years from January 1 to December 31, 2025 and 2024, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies).
In our opinion, based on our audit results and the reports of other auditors (refer to the Other Matters section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Syncmold Enterprise Corp. and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and consolidated cash flows for the years from January 1 to December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), Interpretations, and Interpretative Guidance endorsed and issued into effect by the Financial Supervisory Commission.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. 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 Syncmold Enterprise Corp. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
- 27 -
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Syncmold Enterprise Corp. and its subsidiaries for the year 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters for the 2025 consolidated financial statements of Syncmold Enterprise Corp. and its subsidiaries are described as follows:
Occurrence of Revenue from Triangular Trade Sales
Syncmold Enterprise Corp. and its subsidiaries' revenue from triangular trade sales is recognized only when overseas subsidiaries have actually shipped the goods, at which point control of the inventory is transferred. Given that revenue from triangular trade sales is significant to total operating revenue and involves frequent transactions, the occurrence of such revenue has been identified as a key audit matter for 2025. Please refer to Note 4 to the consolidated financial statements for the Company’s revenue recognition policy.
The principal audit procedures performed in response to this key audit matter are as follows:
-
Obtained an understanding of and evaluated the design and operating effectiveness of internal controls related to revenue.
-
Selected samples from the details of triangular trade sales revenue and performed substantive testing, including examination of supporting documentation, to verify that the transactions occurred.
-
Inspected cash receipt documentation or reconciled records with customers to identify any unusual items.
Other Matters
Certain financial statements of affiliated companies included in the aforementioned consolidated financial statements were not audited by us, but were audited by other auditors. Accordingly, our opinion on the consolidated financial statements, insofar as it relates to the amounts included in respect of such affiliated companies accounted for using the equity method, is based on the reports of other auditors. As of December 31, 2025 and 2024, the carrying amounts of the aforementioned equity-method investments not audited by us were NT$214,821 thousand and NT$188,702 thousand, representing 1.66% and 1.43% of the total consolidated assets, respectively. For the years ended December 31, 2025 and 2024, the shares of comprehensive income recognized from the affiliated companies accounted for using the equity method, which
- 28 -
were not audited by us, amounted to NT$32,959 thousand and NT$31,195 thousand, representing 9.41% and 2.20% of the consolidated comprehensive income, respectively.
Syncmold Enterprise Corp. has also prepared its parent company only financial statements for the years 2025 and 2024, on which we have issued an unmodified opinion with an Other Matters paragraph for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), Interpretations, and Interpretative Guidance endorsed and issued into effect by the Financial Supervisory Commission, and for maintaining 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 also responsible for assessing Syncmold Enterprise Corp. and its subsidiaries' ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate Syncmold Enterprise Corp. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) of Syncmold Enterprise Corp. and its subsidiaries are responsible for overseeing the financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements 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.
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In performing an audit in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism. In addition, we perform the following procedures:
-
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 sufficient and appropriate audit evidence 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 Syncmold Enterprise Corp. and its subsidiaries' internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude, based on the audit evidence obtained, on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on Syncmold Enterprise Corp. and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Syncmold Enterprise Corp. and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the related notes, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the components within Syncmold Enterprise Corp. and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit and for forming the group 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 identified during the audit.
-
30 -
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of Syncmold Enterprise Corp. and its subsidiaries for the year 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or, 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.
Deloitte Taiwan Huang, Yao-Ling, CPA Chou, Shih-Chieh, CPA Signature (Seal) Signature (Seal) Approval Reference No. by the Financial Approval Reference No. by the Financial Supervisory Commission Supervisory Commission Jin-Guan-Zheng-Shen No. 1060004806 Jin-Guan-Zheng-Shen No. 1110348898
March 2, 2026
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Syncmold Enterprise Corp. and Its Subsidiaries Consolidated Balance Sheets
For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand
| Code Assets Current Assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss – current 1136 Financial assets at amortized cost – current 1150 Notes receivable 1170 Accounts receivable, net 130X Inventories, net 1470 Other current assets 11XX Total current assets Non-current Assets 1510 Financial assets at fair value through profit or loss – non-current 1535 Financial assets at amortized cost – non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1805 Goodwill 1840 Deferred tax assets 1915 Prepayments for equipment 1920 Refundable deposits 1975 Net defined benefit assets 1990 Other non-current assets 15XX Total non-current assets 1XXX Total Assets Code Liabilities and Equity Current Liabilities 2100 Short-term borrowings 2170 Notes and accounts payable 2200 Other payables 2230 Current income tax liabilities 2280 Lease liabilities – current 2322 Long-term borrowings due within one year 2399 Other current liabilities 21XX Total current liabilities Non-current Liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Lease liabilities – non-current 2640 Net defined benefit liabilities 2645 Guarantee deposits received 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity Attributable to Owners of the Company 3110 Common stock 3200 Capital surplus Retained Earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings 3300 Total retained earnings Other Equity 3410 Exchange differences on translation of financial statements of foreign operations 3420 Unrealized gains on financial assets at fair value through other comprehensive income 3400 Total other equity 31XX Total equity attributable to owners of the Company 36XX Non-controlling interests 3XXX Total Equity Total Equity Chairman: Chen, Chiu-Lang Manager: Chen, Chiu-Lang |
December 22, 2025 December 22, 2024 Amount % Amount % $ 4,075,036 31 $ 3,700,938 28 202,603 2 1,169,232 9 1,185,922 9 1,253,718 10 22,073 - 186,231 1 2,687,338 21 2,497,930 19 988,814 8 811,250 6 408,783 3 296,572 2 9,570,569 74 9,915,871 75 76,128 1 87,755 1 3,498 - 3,427 - 214,821 2 188,702 2 2,143,533 17 2,021,580 15 302,956 2 451,159 3 52,159 - 42,977 - 324,597 2 324,597 3 34,427 - 49,064 - 139,848 1 51,665 1 30,549 1 32,319 - 11,370 - 10,457 - 15,511 - 1,226 - 3,349,397 26 3,264,928 25 $ 12,919,966 100 $ 13,180,799 100 $ 2,081,408 16 $ 1,704,290 13 1,732,350 14 1,761,353 14 655,743 5 623,268 5 167,736 1 154,765 1 91,505 1 134,031 1 22,820 - 21,650 - 12,580 - 12,173 - 4,764,142 37 4,411,530 34 151,465 1 173,119 1 320,549 3 371,977 3 40,259 - 128,427 1 965 - 2,609 - 359 - 439 - 18,957 - 16,218 - 532,554 4 692,789 5 5,296,696 41 5,104,319 39 1,442,686 11 1,442,686 11 3,376,992 26 3,371,549 26 1,231,223 9 1,128,761 8 272,779 2 619,827 5 1,390,351 11 1,440,868 11 2,894,353 22 3,189,456 24 477,874 ) ( 3 ) ( 281,598 ) ( 2 ) 17,863 - 8,819 - 460,011) ( 3) ( 272,779) ( 2) 7,254,020 56 7,730,912 59 369,250 3 345,568 2 7,623,270 59 8,076,480 61 $ 12,919,966 100 $ 13,180,799 100 Accounting Manager: Hsu, Shu-Fen |
December 22, 2024 | December 22, 2024 | ||
|---|---|---|---|---|---|
| Amount $ 4,075,036 202,603 1,185,922 22,073 2,687,338 988,814 408,783 9,570,569 76,128 3,498 214,821 2,143,533 302,956 52,159 324,597 34,427 139,848 30,549 11,370 15,511 3,349,397 $ 12,919,966 $ 2,081,408 1,732,350 655,743 167,736 91,505 22,820 12,580 4,764,142 151,465 320,549 40,259 965 359 18,957 532,554 5,296,696 1,442,686 3,376,992 1,231,223 272,779 1,390,351 2,894,353 477,874 ) 17,863 460,011) 7,254,020 369,250 7,623,270 $ 12,919,966 |
% | ||||
( ( |
28 9 10 1 19 6 2 75 1 - 2 15 3 - 3 - 1 - - - 25 100 13 14 5 1 1 - - 34 1 3 1 - - - 5 39 11 26 8 5 11 24 ( 2 ) - ( 2) 59 2 61 100 |
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Syncmold Enterprise Corp. and Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand, except EPS in NT$
| Code 4100 Operating income 5000 Operating cost 5900 Gross profit Operating Expenses 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss (reversal of loss) 6000 Total operating expenses 6900 Net operating profit Non-operating Income and Expenses 7010 Other income 7020 Other gains and losses 7100 Interest income 7230 Net foreign exchange (loss) gain 7235 Net gain on financial assets at fair value through profit or loss 7370 Share of profit of affiliated companies under equity method 7510 Interest expense 7000 Total non-operating income and expenses |
2025 | % 100 76 24 5 8 2 - 15 9 - - 1 - 1 - ( 1) 1 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 8,679,412 6,636,034 2,043,378 411,497 695,012 190,093 5,376) 1,291,226 752,152 23,260 4,644 ) 80,433 5,900 ) 54,834 24,560 51,429) 121,114 |
Amount $ 9,404,071 6,666,063 2,738,008 383,940 756,625 203,984 19,870 1,364,419 1,373,589 18,071 3,786 ) 118,096 110,008 54,451 28,562 46,491) 278,911 |
% | ||||
( ( ( ( |
( ( |
100 71 29 4 8 2 1 15 14 - - 1 1 1 - - 3 |
(Continued on next page)
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(Continued from previous page)
| Code 7900 Net profit before tax 7950 Income tax expense 8200 Net profit for the year Other Comprehensive Income 8310 Items not reclassified to profit or loss: 8311 Remeasurement of defined benefit plans 8320 Share of OCI of affiliated companies under equity method 8349 Income tax related to items not reclassified 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8300 Total other comprehensive income for the year 8500 Total comprehensive income for the year Net profit attributable to: 8610 Owners of the Company 8620 Non-controlling interests 8600 Total comprehensive income attributable to: 8710 Owners of the Company 8720 Non-controlling interests 8700 Earnings per Share 9710 Basic 9810 Diluted |
2025 | % 10 4 6 - - - ( 2) ( 2) 4 6 - 6 4 - 4 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 873,266 338,682 534,584 2,082 8,390 151 ) 194,563) 184,242) $ 350,342 $ 497,416 37,168 $ 534,584 $ 311,142 39,200 $ 350,342 $ 3.45 $ 3.43 |
Amount $ 1,652,500 598,856 $ 1,053,644 4,057 2,563 613 ) 358,567 364,574 $ 1,418,218 $ 1,021,361 32,283 $ 1,053,644 $ 1,371,936 46,282 $ 1,418,218 $ 7.13 $ 7.03 |
% | ||||
( ( ( |
( |
17 6 11 - - - 4 4 15 11 - 11 15 - 15 |
Chairman: Chen, Chiu-Lang Manager: Chen, Chiu-Lang Accounting Manager: Hsu, Shu-Fen
- 34 -
Syncmold Enterprise Corp. and Its Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand
| Share capital Code Commonstock Capital received in advance A1 Balance as of January 1, 2024 $ 1,237,258 $ 170,511 Appropriation and Distribution of 2023 Earnings B1 Legal reserve - - B3 Special reserve - - B5 Cash dividends - - Subtotal - - C7 Changes in affiliated companies accounted for using equity method - - C17 Dividends unclaimed beyond the statutory period transferred to capital surplus - - D1 Net income for 2024 - - D3 Other comprehensive income after tax for 2024 - - D5 Total comprehensive income for 2024 - - I1 Conversion of convertible bonds 205,428 ( 170,511 ) M5 Acquisition of partial interest in subsidiary - - M7 Changes in ownership interest in subsidiaries - - Q1 Disposal of equity instruments at fair value through other comprehensive income - - Z1 Balance as of December 31, 2024 1,442,686 - Appropriation and Distribution of 2024 Earnings B1 Legal reserve - - B3 Special reserve - - B5 Cash dividends - - Subtotal - - C17 Dividends unclaimed beyond the statutory period transferred to capital surplus - - D1 Net income for 2025 - - D3 Other comprehensive income after tax for 2025 - - D5 Total comprehensive income for 2025 - - M5 Acquisition of partial interest in subsidiary - - Q1 Disposal of equity instruments at fair value through other comprehensive income - - Z1 Balance as of December 31, 2025 $ 1,442,686 $ - Chairman: Chen, Chiu-Lang |
Equity attributable to owners ofthe Company | Equity attributable to owners ofthe Company | Equity attributable to owners ofthe Company | Equity attributable to owners ofthe Company | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capitalsurplus $ 3,180,597 - - - - - 85 - - - 166,680 366 23,821 - 3,371,549 - - - - 87 - - - 5,356 - $ 3,376,992 |
Retained | earnings | Total $ 2,742,833 - - 578,000) 578,000) 265 ) - 1,021,361 3,188 1,024,549 - - - 339 3,189,456 - - 793,477) 793,477) - 497,416 1,612 499,028 - 654) $ 2,894,353 |
Otherequityitems | ||||||||||||
| Exchange differences on translation of financial statements of foreignoperations ($ 626,422) - - - - - - - 344,824 344,824 - - - - ( 281,598) - - - - - - ( 196,276) ( 196,276) - - ($ 477,874) |
Unrealized gains (losses) on financial assets at fair value through other comprehensive income $ 6,595 - - - - - - - 2,563 2,563 - - - ( 339) 8,819 - - - - - - 8,390 8,390 - 654 $ 17,863 |
|||||||||||||||
| Legal reserve $ 1,064,029 64,732 - - 64,732 - - - - - - - - - 1,128,761 102,462 - - 102,462 - - - - - - $ 1,231,223 |
- 35 - Special reserve Unappropriated earnings $ 518,796 $ 1,160,008 - ( 64,732 ) 101,031 ( 101,031 ) - ( 578,000) 101,031 ( 743,763) - ( 265 ) - - - 1,021,361 - 3,188 - 1,024,549 - - - - - - - 339 619,827 1,440,868 - ( 102,462 ) 347,048 ) 347,048 - ( 793,477) 347,048) ( 548,891) - - - 497,416 - 1,612 - 499,028 - - - ( 654) $ 272,779 $ 1,390,351 Manager: Chen, Chiu-Lang |
|||||||||||||||
( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( |
( ( ( ( ( ( |
Syncmold Enterprise Corp. and Its Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended on December 31, 2025 and 2024
Unit: NT$ thousand
| Code Cash Flows from Operating Activities A00010 Net profit before tax A20010 Adjustments for income and expense items A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss (reversal of loss) A20400 Net gain on financial assets at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A22300 Share of profit of affiliated companies under equity method A22500 Loss (gain) on disposal and retirement of property, plant and equipment A22800 Loss on disposal of intangible assets A23700 Inventory write-down and obsolescence (reversal) A24100 Net unrealized foreign exchange gain A29900 Gain on lease modification A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31200 Inventories A31240 Other current assets A31990 Other non-current assets A32150 Notes and accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit assets and liabilities A32990 Other non-current liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities |
2025 $ 873,266 347,728 20,175 ( 5,376 ) ( 54,834 ) 51,429 ( 80,433 ) ( 10,758 ) ( 24,560 ) 4,022 - 31,930 107,370 ( 5,555 ) 159,947 ( 339,358 ) ( 222,970 ) ( 101,332 ) ( 16,693 ) ( 15,982 ) 26,599 14,127 ( 474 ) 1,970 760,238 ( 50,102 ) ( 372,035) 338,101 |
2024 |
|---|---|---|
| $ 1,652,500 405,546 21,293 19,870 ( 54,451 ) 46,491 ( 118,096 ) ( 6,569 ) ( 28,562 ) ( 633 ) 278 ( 26,800 ) ( 3,396 ) ( 3,041 ) 23,196 80,415 ( 16,526 ) 3,764 346 ( 216,627 ) 141,233 ( 7,032 ) ( 1,791 ) ( 3,690) 1,907,718 ( 46,470 ) ( 410,196) 1,451,052 |
(Continued on next page)
- 36 -
(Continued from previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Cash Flows from Investing Activities | |||||
| B00040 | Acquisition of financial assets at | ||||
| amortized cost |
( | $ 1,916,011 ) |
( | $ 1,917,922 ) | |
| B00060 | Repayment upon maturity of financial | ||||
| assets at amortized cost | 1,970,357 | 1,533,746 | |||
| B00100 | Acquisition of financial assets at fair | ||||
| value through profit or loss |
( | 1,002,211 ) |
( | 3,045,300 ) |
|
| B00200 | Disposal of financial assets at fair value | ||||
| through profit or loss | 1,973,207 | 3,171,677 | |||
| B01800 | Acquisition of long-term equity | ||||
| investments accounted for using the | |||||
| equity method | - |
( | 5,517 ) |
||
| B02700 | Acquisition of property, plant and | ||||
| equipment |
( | 317,884 ) |
( | 186,396 ) |
|
| B02800 | Proceeds from disposal of property, plant | ||||
| and equipment | 26,414 | 26,155 | |||
| B03800 | Decrease in refundable deposits | 1,059 | 505 | ||
| B04500 | Acquisition of intangible assets |
( | 29,895 ) |
( | 19,015 ) |
| B07100 | Increase in prepayments for equipment |
( | 141,729 ) |
( | 49,695 ) |
| B07500 | Interest received | 86,556 | 108,624 | ||
| B07600 | Dividends received |
17,598 |
29,369 | ||
| BBBB | Net cash inflow (outflow) from | ||||
| investing activities |
667,461 |
( | 353,769) | ||
| Cash Flows from Financing Activities | |||||
| C00100 | Increase in short-term borrowings | 378,106 | 6,447 | ||
| C01600 | Proceeds from long-term borrowings | - | 5,433 | ||
| C01700 | Repayment of long-term borrowings |
( | 21,582 ) |
( | 17,664 ) |
| C03100 | Refund of guarantee deposits received |
( | 83 ) |
( | 126 ) |
| C04020 | Repayment of principal portion of lease | ||||
| liabilities |
( | 133,491 ) |
( | 155,582 ) |
|
| C04500 | Cash dividends paid |
( | 793,477 ) |
( | 578,000 ) |
| C04600 | Capital increase in subsidiaries | - | 143 | ||
| C05400 | Acquisition of partial equity interests in | ||||
| subsidiaries |
( | 10,162) |
( | 753) | |
| CCCC | Net cash outflow from financing | ||||
| activities |
( | 580,689) |
( | 740,102) | |
| DDDD | Effect of exchange rate changes on cash and | ||||
| cash equivalents |
( | 50,775) |
110,468 | ||
| EEEE |
Net increase in cash and cash equivalents for | ||||
| the year | 374,098 | 467,649 | |||
| E00100 | Cash and cash equivalents at beginning of year | 3,700,938 |
3,233,289 | ||
| E00200 | Cash and cash equivalents at end of year |
$ 4,075,036 |
$ 3,700,938 | ||
| Chairman: | Chen, Chiu-Lang Manager: Chen, Chiu-Lang |
Accounting Manager: | Hsu, Shu-Fen |
- 37 -
Attachment VI
Syncmold Enterprise Corp.
2025 Earnings Distribution Statement
| Beginning unappropriated earnings: Add: Remeasurement of defined benefit plans Less: Disposal of equity instruments at fair value through other comprehensive income Adjusted unappropriated earnings Net profit for the period Less: Legal reserve (10%) Less: Appropriation of special reserve Distributable earnings for the period Distribution items: Dividend to shareholders Ending unappropriated earnings (carried forward) |
Unit: NTD$ 891,976,229 1,612,697 (654,046) |
|---|---|
| 892,934,880 497,416,248 (49,837,490) (187,231,533) |
|
| 1,153,282,105 (432,805,812) |
|
| 720,476,293 |
Chairman: Chen, Chiu-LangManager: Chen, Chiu-LangAccounting Manager: Hsu, Shu-Fen
- 38 -
Attachment VII
Syncmold Enterprise Corp.
Table of Amendments to the Articles of Incorporation
| Before Amendment | After Amendment | Note | |
|---|---|---|---|
| Article 5: The total rated capital of the Company is NTD 2 billion, which consists of 200 million shares, with each share valued at NTD 10. The Board of Directors is authorized to issue the shares yet to be issued in separate batches. Within the capital amount indicated in the foregoing paragraph,fivemillion shares are retained for issuance of employee stock warrantsand may be issued in separate batches as determined by the Board of Directors. Article 5-1: Where the Company intends to transfer treasury shares to employees at a price below the average actual repurchase price, or to issue employee stock options at a subscription price lower than that prescribed under the“Regulations |
Article 5: The total rated capital of the Company is NTD 2 billion, which consists of 200 million shares, with each share valued at NTD 10. The Board of Directors is authorized to issue the shares yet to be issued in separate batches. Within the capital amount indicated in the foregoing paragraph, three million shares are retained for issuance of employee stock warrants and may be issued in separate batches as determined by the Board of Directors. |
In response to operational needs, the quota of employee stock options has been revised, and Article 5-1 has been newly added. |
|
- 39 -
| Before Amendment | Before Amendment | After Amendment | Note |
|---|---|---|---|
| Governing the Offering and Issuance of Securities by Issuers,” such issuance shall require the approval of a shareholders’ meeting attended by shareholders representing a majority of the total issued shares, with the consent of at least two-thirds of the voting rights of the shareholders present. |
|||
| Article 5-2:The treasury stock purchased by the Company may be assigned to employees of a controlled or affiliated company who meet certain criteria. The employee stock warrants are issued to employees of the Parent or subsidiaries of the Company who meet certain criteria. When the Company issues new shares, employees who subscribe to the shares include employees of the Parent or subsidiaries of the Company who meet certain criteria. The Company’s restricted stock awards are issued to employees of the |
Article 5-1: The treasury stock purchased by the Company may be assigned to employees of a controlled or affiliated company who meet certain criteria. The employee stock warrants are issued to employees of the Parent or subsidiaries of the Company who meet certain criteria. When the Company issues new shares, employees who subscribe to the shares include employees of the Parent or subsidiaries of the Company who meet certain criteria. The Company’s restricted stock awards are issued to employees of the |
Revision to article numbering. |
- 40 -
| Before Amendment | After Amendment | Note | |
|---|---|---|---|
| Company's Parent or subsidiaries who meet certain criteria. The Board of Directors is authorized to specify such certain criteria described in this article. |
Company's Parent or subsidiaries who meet certain criteria. The Board of Directors is authorized to specify such certain criteria described in this article. |
||
| Article 22: (Omitted) Amended for the twenty-second time on May 29, 2026. |
Addition of the amendment date. |
- 41 -
Attachment VIII
Syncmold Enterprise Corp.
Concurrent Positions Held by Director Candidates in Other Companies
| Position | Name | Name of Company and Position(s) of ConcurrentlyHeld Position(s) |
|---|---|---|
| Director | Chen, Chiu-Lang | Chairman, Syncmold Enterprise (Samoa) Corp.; Chairman, Kuang Gin Construction Company Limited; Chairman, Forking Development Limited; Chairman, Ka Fook International Trading Company; Chairman, Fuyao Holdings Limited; Chairman, Fuqing Co., Ltd.; Chairman, Gatech Holding Ltd.; Chairman, Gatech International Ltd.; Chairman, Gatetech Technology Inc.; Director, Leohab Enterprise Co., Ltd.; Chairman, SynX Tech Co., Ltd. |
| Director | Chuang, Shu-Yen | Chairman, Taixin Investment Co., Ltd. and Chairman, Jiaxuan Investment Co., Ltd. |
| Director | Fu Yan Investment Corporation |
- |
| Independent Director |
Tsai, Shi-Kuang | CPA, T.K. Tsai & Co., CPAs; Independent Director, Yongxin International Investment Holdings Company; Independent Director, Yung Shin Pharm. Ind. Co., Ltd.; Independent Director, AIC Inc.; Independent Director, Opto Tech Corporation; Supervisor, Zhi-Hang Technology Co., Ltd. |
| Independent Director |
Yen, Ta-He | Independent Director, Taipei Star Bank Co., Ltd.; Independent Director, AAEON Technology Inc.; Independent Director, Family Co.,Ltd. |
- 42 -
| Independent Director |
Chiu, Hui-Qin | Executive Director/CSO, Ju Teng International Holdings Ltd.; Independent Director, VSO Electronics Co., Ltd.; Independent Director, AuRAS Technology Co., Ltd.; Independent Director, Pleasant Hotels International Inc. |
|---|---|---|
| Independent Director |
Shu-Yu Li | Regional Chief Operating Officer, FULAGAI Capital Co., Ltd.; Independent Director, Pegavision Corporation; Independent Director, Baso Precision Optics Ltd.; Independent Director, Parade Technologies, Ltd. |
- 43 -
Appendix I
Syncmold Enterprise Corp.
Shareholding status of directors
-
I. The paid-in capital of the Company totals NT$1,442,686,040, with 144,268,604 shares issued. As is required by the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratio at Public Companies”, the minimum number of shares that all directors of the Company shall hold is 8,656,116.
-
II. The number of shares held by each of the directors shown in the shareholder roster as of the book closure date (March 31, 2026) for the current shareholders’ meeting is as follows. The ratio requirement as specified in Article 26 of the Securities and Exchange Act has been fulfilled.
| Title | Name | Date Elected | Shares Held Now | Shares Held Now |
|---|---|---|---|---|
| Quantity | Ratio | |||
| Chairman | Chen, Chiu- Lang |
2023.06.16 | 11,258,211 | 7.80% |
| Director | Chuang, Shu- Yen |
2023.06.16 | 1,918,684 | 1.33% |
| Director | Fu Yan Investment Corporation |
2023.06.16 | 5,200,139 | 3.60% |
| Independent Director |
Tsai, Yong-Lu | 2023.06.16 | 0 | 0.00% |
| Independent Director |
Tsai, Shi-Kuang | 2023.06.16 | 0 | 0.00% |
| Independent Director |
Yen, Ta-He | 2023.06.16 | 0 | 0.00% |
| Independent Director |
Chiu, Hui-Qin | 2023.06.16 | 0 | 0.00% |
| Subtotal of Shares Held byDirectors | 18,377,034 | 12.73% |
- 44 -
Appendix II
Syncmold Enterprise Corp. Rules of Procedure for Shareholders’ Meetings
Article 1
Article 2
Article 3
In order to create a sound shareholders’ governance system, normalize the supervisory function, and strengthen the management feature, the Company created these rules to be followed in compliance with Article 6 of the Corporate Governance Best-Practice Principles.
Unless specified otherwise in laws and regulations or the Articles of Incorporation, the Company’s Rules of Procedure for Shareholders’ Meetings shall be based on these rules.
Unless specified otherwise in laws and regulations, the Company’s shareholders’ meetings shall be called for by the Board of Directors.
When the Company convenes a virtual shareholders’ meeting, unless the Regulations Governing the Administration of Shareholder Services of Public Companies specify others, the articles of incorporation shall describe procedures in detail, and the resolution of the Board of Directors shall be adopted, and the virtual shareholders’ meeting shall be attended by more than two-thirds of the directors of the Board and with resolution made based on the consents of a majority of attending directors.
Changes to the method of convening a shareholders' meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the shareholders' meeting notice is sent.
Thirty days before the Company convenes a shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, the Company shall prepare electronic files of the meeting notice, proxy forms, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders’ meeting agenda and upload them to the Market Observation Post System (MOPS) in an electronic file. Meanwhile, 21 days before the Company convenes an annual shareholders’ meeting or 15 days before an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. Fifteen days before the Company convenes a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review them at any time. In addition, the handbook shall be displayed at the Company and its
- 45 -
stock affairs agency.
The Company shall provide said handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders' meeting in the following methods:
-
I. When a physical shareholders’ meeting is convened, such materials shall be distributed on-site at the shareholders’ meeting.
-
II. When a video-assisted shareholders’ meeting is convened, such materials shall be distributed on-site at the shareholders’ meeting, and an electronic file of such materials shall be uploaded to the video conference platform.
-
III. When a shareholders’ meeting is convened by video conference, an electronic file of such materials shall be sent to the video conference platform.
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and the public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter under Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.
Where an election of all directors and their inauguration date shall be stated in the notice of the shareholders’ meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares in the Company may submit to the Company a proposal for discussion at a shareholders’ meeting. The number of items so proposed is limited to only one, and no proposal containing more than one item shall be included in the meeting agenda. A shareholder’s proposal in alignment with any
- 46 -
circumstance under any subparagraph of Paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors.
A shareholder may put forth a recommendation to urge the Company to promote public interest or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholders’ proposals in writing or by electronic means and the location and time period for their submissions; the period for acceptance of shareholders’ proposals may not be fewer than ten days.
Each of such proposals is limited to 300 words, and no proposal containing more than 300 words shall be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the shareholders’ meeting and take part in the discussion of the proposal.
Prior to the date for issuance of the notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. The Board of Directors shall explain the reasons for any shareholders’ proposals not being included in the agenda at the shareholders meeting.
Article 4
Shareholders may authorize someone to attend the shareholders' meeting on their behalf by issuing the Letter of Authorization printed by the Company specifying the scope of authorization for each shareholders' meeting.
Each shareholder may issue one Letter of Authorization and authorize one person. Such Letter of Authorization shall be delivered to the Company five days prior to the shareholders' meeting. In cases of repeated Letters of Authorization, the one delivered first shall prevail. This, however, does not apply if it is declared that prior authorization shall be recalled.
Once a proxy form is received by the Company, if the shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights by correspondence or electronic means, a written proxy rescission notice shall be filed with the Company no later than two days prior to the date of the shareholders’ meeting, otherwise, the voting power
- 47 -
exercised by the authorized proxy at the meeting shall prevail.
Once a proxy form is received by the Company, if the shareholder wishes to attend the shareholders’ meeting by video conference, a written proxy rescission notice shall be filed with the Company no later than two days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Article 5
A shareholders’ meeting shall take place where the Company is located or where it is convenient for shareholders to attend and suitable for holding the meeting. The start time of the meeting may not be earlier than 9:00 am or later than 3:00 pm. Opinions from independent directors shall be fully considered regarding the time and venue of the meeting.
When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on the location of the meeting under the preceding paragraph.
Article 6
The Company shall specify in the meeting notice the time and place for acceptance of the registration from the shareholders, solicitors and proxies (hereinafter referred to as "shareholders") and other matters to be noted.
The time when shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.
Shareholders shall attend the shareholders meeting with the attendance card, sign-in card or other attendance documents. The Company shall not arbitrarily add requirements for other supporting documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting the proxy letters shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
Shareholders who attend the meeting shall be given by the Company a copy of the meeting manual, annual report, attendance pass, opinion slip, agenda ballots and any information relevant to the meeting. Additional ballots shall be prepared if director election is also being held during the
- 48 -
meeting.
When the shareholder is the government or a legal entity, there may be more than one representative attending the shareholders' meeting. When a legal entity is authorized to attend a shareholder’s meeting, only one person may attend the meeting.
Where a shareholders’ meeting is convened by means of visual communication network and any shareholder intends to attend the virtual shareholders’ meeting, the shareholder shall register with the Company within 2 days prior to the shareholders’ meeting.
In the event of a virtual shareholders’ meeting, the Company shall upload the meeting handbook, annual report and other related information to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1
When the Company convenes a shareholders' meeting by video conference, the information below shall be stated in the meeting notice:
-
I. Methods of shareholders participating in the video conference and exercising their rights.
-
II. The response to the obstacles to the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:
-
(I) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such obstacles cannot be resolved.
-
(II) Shareholders who did not register to participate in the original shareholders’ meeting by video conference shall not participate in the meeting to be postponed or resumed.
-
(III) When a video-assisted shareholders’ meeting is convened, if the video conference cannot continue, after the number of shares in attendance through the video conference are deducted, if the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. For shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to abstain for all motions resolved at the shareholders' meeting.
-
49 -
-
(IV) The handling method in the event that the resolution results of all motions have been announced, while extempore motions have not been resolved.
-
III. When the Company convenes a shareholders’ meeting by video conference, it shall state in the meeting notice the appropriate alternatives it will provide to shareholders who have difficulty attending the shareholders’ meeting by video conference. Except for the circumstances under Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.
Article 7
If a shareholders’ meeting is called for by the Board of Directors, it shall be chaired by the Chairman of the Board of Directors. When the Chairman is on leave or is unable to exercise his/her function for some reason, the Vice Chairman shall act on his/her behalf. When the Vice Chairman is also on leave or unable to exercise his/her function for some reason, the Chairman shall assign a standing director to act on his/her behalf. When the Chairman does not assign a designee, someone among the directors shall act on his/her behalf.
For a shareholders' meeting called for by the Board of Directors, more than half the directors shall attend the meeting.
If the shareholders' meeting is called for by someone outside the Board of Directors, said someone shall chair the meeting. When there are more than two people calling for the meeting, one of them shall act as the Chair.
The Company may appoint its attorneys, certified public accountants, or related persons to attend the meeting in a non-voting capacity.
Article 8
The Company shall make an uninterrupted audio and video recording of the entire process of the shareholders’ meeting from the shareholders’ signin, the proceedings of the meeting, as well as the process of voting and vote counting.
The audio and video recording in the preceding paragraph shall be kept for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until
- 50 -
the legal proceedings of the foregoing lawsuit have been concluded.
If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, voting, and the Company’s vote counting results, and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
Such recordings shall be properly kept by the Company during the period of its existence and provided to those who are entrusted to handle the video conference affairs for retention.
If a shareholders' meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.
Article 9
The attendance of shareholders shall be calculated based on the number of shares represented. The number of shares in attendance shall be counted according to the shares recorded in the attendance book and indicated in the sign-in cards handed in by shareholders and the sign-in record on the video conference platform, plus the number of shares whose voting rights are exercised by correspondence or electronic means.
The Chair shall call the meeting to order at the meeting time and disclose information concerning the number of non-voting 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 attending shareholders still represent less than one third of the total number of issued shares after two postponements, the Chair shall declare the meeting adjourned. If a shareholders' meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.
If there are not enough shareholders representing at least one third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, Paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders’ meeting will be convened within one month. If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with Article 6.
- 51 -
Before the meeting is completed, if the number of shares held by the attending shareholders combined has reached the majority of the total circulating shares, the Chair may re-introduce the rendered tentative resolution for a decision during the meeting as required by Article 174 of the Company Act.
Article 10
If a shareholders’ meeting is called for by the Board of Directors, the meeting agenda is to be set by the Board of Directors and the meeting shall be held according to the agenda; without a decision made through a shareholders’ meeting, it may not be changed.
If the shareholders' meeting is called for by someone outside the Board of Directors, the requirements in the preceding paragraph apply.
Before the agenda (including the motions) as scheduled according to the preceding two paragraphs is completed, without a decision, the Chair may not announce that the meeting is adjourned unilaterally. When the Chair violates these Rules and announces that the meeting is adjourned, however, other members of the Board of Directors shall quickly help attending shareholders have another person to serve as the Chair upon approval by a majority of the attending shareholders in compliance with the legal procedure and continue with the meeting.
For proposals and amendments brought forth by shareholders or motions, the Chair shall give them opportunities to provide sufficient information and discuss. If it is believed to have reached the extent for a voting session, it may be announced that discussions shall stop and voting shall begin.
Article 11
Before attending shareholders speak, they must complete the speech note specifying the theme of their speech, the shareholder’s account number (or the number shown on the attendance card), and account name. The Chair will decide their speaking sequence.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
A shareholder may not speak more than twice on the same proposal, except with the Chair's consent, and a single speech may not exceed 5 minutes. However, if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.
When attending shareholders speak, other shareholders may not speak
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or interfere with their speech unless with approval by the Chair and the speaking shareholder; the Chair shall stop violators.
When more than two representatives are sent by a shareholder that is a legal entity to attend a shareholders' meeting, only one person may speak on the same proposal.
After an attending shareholder has spoken, the Chair may respond or direct relevant personnel to respond.
If a shareholders’ meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the Chair calls the meeting to order and before the Chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 words, and the provisions of Paragraphs 1 to 5 shall not apply.
If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
Article 12
Votes in shareholders’ meetings shall be calculated based on the number of shares held.
The shares held by shareholders having no voting rights shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
Shareholders that are stakeholders in matters discussed in the meeting to accordingly likely undermine the interests of the Company may not take part in the voting session and may not exercise voting rights on behalf of other shareholders.
The number of shares involved in the voting right that may not be exercised as indicated in the preceding paragraph is not included as part of the voting weights of attending shareholders.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the voting rights represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting rights shall not be counted.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.
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When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the 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’s exercise of voting rights by correspondence or electronic means will be deem them to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments or alternatives to original proposals of that meeting; it is, therefore, advisable that the Company avoid the submission of extempore motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company no later than two days before the date of the shareholders’ meeting. When a duplicate declaration of intent is delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After shareholders exercise their voting rights by correspondence or electronic means, if they wish to attend the shareholders’ meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph no later than two days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised by correspondence or electronic means shall prevail. If a shareholder exercises their voting rights by correspondence or electronic means and appoints a proxy with a proxy form to attend a shareholders’ meeting, the voting rights exercised by the proxy at the meeting shall prevail.
For the voting on proposals, unless specified otherwise in the Company Act and the Company’s Articles of Incorporation, to approve a proposal, it requires support from a majority of voting rights among attending shareholders. At the time of a vote, for each proposal, the Chair or a person designated by the Chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, including the numbers of votes for and against and the number of abstentions, shall be entered on 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
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one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
The Chair is to assign the staff to inspect voting on proposals and count the ballots; the inspectors, however, shall be shareholders.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When a shareholders’ meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the Chair calls the meeting to order. They shall complete the voting before the Chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.
When a shareholders’ meeting is convened by video conference, after the Chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.
If a video-assisted shareholders’ meeting is convened, shareholders, who have registered to attend the shareholders' meeting by video conference in accordance with Article 6 and intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration no later than two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference.
Those who exercise their voting rights by correspondence or electronic means without retracting their declaration of intention and participate in the shareholders' meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.
Article 14
The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and those who failed to be elected and the numbers of votes they won.
Ballots for the election in the preceding paragraph shall be kept properly
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once they are sealed and signed off on by the inspectors and shall be kept for at least a year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 15
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chair of the meeting and shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.
Said distribution in the preceding paragraph, the Company may be effected through an announcement on Market Observation Post System.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
When a shareholders' meeting is convened by video conference, the minutes of the shareholders' meeting shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the Chair and the minute taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph.
When a shareholders' meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders' meeting.
A decision is made in the preceding paragraph by the Chair consulting each shareholder. When no shareholders express disagreement, it shall be documented as “the proposal has been approved unanimously among all attending shareholders consulted by the Chair”. In the case of disagreement, on the other hand, it shall be specified that a voting session has taken place and the approval votes and the weights involved.
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Article 16
The Company shall, on the day of the shareholders' meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance by correspondence or electronic means clearly on-site at the shareholders' meeting. When a shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it until the end of the meeting.
Where a shareholders’ meeting is convened by video conference, when the Chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting.
For decisions made during a shareholders’ meeting, if any significant information specified in laws and regulations or by the Taiwan Stock Exchange (or Taipei Exchange) is involved, the Company shall transmit the contents to the Market Observation Post System within the specified period of time.
Article 17
Staff organizing the shareholders' meeting shall wear a badge or a shoulder patch.
The Chairperson may have the inspectors or security to help maintain order on the floor. When helping maintain order in the venue, the inspectors or security shall wear the “inspector” shoulder patch or badge.
When loud speakers are available in the venue and shareholders do not speak through the equipment configured by the Company, the Chairperson may stop their speech.
When shareholders violate these Rules and disobey correction from the Chairperson and obstruct the proceedings of the meeting, demonstrating disobedience upon interference, the Chairperson may have the inspectors or security to ask the specific shareholder to leave the venue.
Article 18
When a meeting is ongoing, the Chairperson may announce time for a break whenever it is considered appropriate. In cases of force majeure events, the Chairperson may decide to hold a meeting for the time being and announce the time for the meeting to continue, depending on the circumstances.
Before the agenda (including the motions) of a shareholders’ meeting is
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completed yet the venue of the meeting cannot continue to be used, the meeting may be continued at another venue found on the basis of a decision made in the shareholders' meeting.
It may be decided whether the shareholders’ meeting shall be postponed or continued within five days as required by Article 182 of the Company Act.
Article 19
Article 20
Article 21
When a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations and shall continue to disclose them for at least 15 minutes after the Chair declares the meeting adjourned.
When a shareholders' meeting is convened by video conference, the Chair and the minute taker shall be at the same location in Taiwan, and the Chair shall disclose the address of the location when calling the meeting to order.
When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
In the event of a shareholders' meeting by video conference, the Chair shall, when calling the meeting to order, announce that, 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 video conference platform or participation in the meeting by video conference 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 30 minutes or more, 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.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the postponed or resumed meeting.
For the meeting to be postponed or resumed under Paragraph 2, shareholders who have registered to participate in the original shareholders’ meeting by video conference and have completed the registration but fail to
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participate in said meeting, the number of shares in attendance and the voting rights, and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the postponed or resumed meeting.
When a shareholders’ meeting is postponed or resumed in accordance with Paragraph 2, the motions, for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, there is no need for them to be discussed or resolved again.
When the Company convenes a video-assisted shareholder’s meeting, if the video conference cannot continue as under Paragraph 2, after the number of shares in attendance through the video conference is deducted, if the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with Paragraph 2.
When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to have abstained for all motions resolved at the shareholders' meeting.
When the Company postpones or resumes the meeting in accordance with Paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders' meeting and the provisions of this article.
Based on the period under the ending section of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders' meeting to a date as per Paragraph 2.
Article 22
When the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders’ meeting by video conference. Except for the circumstances under Paragraph 6 of Article 44-9 of the Regulations
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Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least connection equipment and necessary assistance and state the period during which shareholders may apply to the Company for such equipment or assistance and other relevant matters to be noted.
Article 23
These Rules shall be subject to approval through the general shareholders’ meeting on May 24, 2005 before they take effect. The same procedure is applicable to any amendment thereto.
The first amendment was made on June 5, 2012.
The second amendment was made on June 18, 2020.
The third amendment was made on June 10, 2022. The third amendment was made on June 21, 2024.
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Appendix III
Syncmold Enterprise Corp.
Articles of Incorporation (Before Amendment)
Chapter I General Rules
Article 1: The Company is incorporated in accordance with the Company Act, under the name of 信錦企業股份有限公司 . (English Name: Syncmold Enterprise Corp.)
Article 2: The Company’s Business Activities Comprise the Following:
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I. CB01010 Mechanical Equipment Manufacturing.
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II. CQ01010 Mold and Die Manufacturing.
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III. F113010 Wholesale of Machinery.
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IV. F213080 Retail Sale of Machinery and Tools.
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V. CC01110 Computer and Peripheral Equipment Manufacturing.
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VI. CC01080 Electronics Components Manufacturing.
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VII. CC01060 Wired Communication Mechanical Equipment Manufacturing.
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VIII.F119010 Wholesale of Electronic Materials.
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IX. F401010 International Trade.
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X. F108031 Wholesale of Medical Devices.
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XI. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
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XII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
XIII.H703100 Real Estate Leasing.
XIV.JE01010 Rental and Leasing.
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XV. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3: The main office of the Company is located in New Taipei City and branch offices may be established domestically or internationally as decided by the Board of Directors if necessary.
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Article 4: The Company may serve as a shareholder of another company as decided by the Board of Directors; the overall value of investment is not subject to the limit set forth concerning re-investments under Article 13 of the Company Act. The Company may provide external endorsements and guarantees.
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Chapter II Shares
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Article 5: The total rated capital of the Company is NTD 2 billion, which consists of 200 million shares, with each share valued at NTD 10. The Board of Directors is authorized to issue the shares yet to be issued in separate batches.
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Within the capital amount indicated in the foregoing paragraph, three million shares are retained for issuance of employee stock warrants and may be issued in separate batches as determined by the Board of Directors.
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Article 5-1: The treasury stock purchased by the Company may be assigned to employees of a controlled or affiliated company who meet certain criteria.
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The employee stock warrants are issued to employees of the Parent or subsidiaries of the Company who meet certain criteria.
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When the Company issues new shares, employees who subscribe to the shares include employees of the Parent or subsidiaries of the Company who meet certain criteria.
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The Company’s restricted stock awards are issued to employees of the Company's Parent or subsidiaries who meet certain criteria.
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The Board of Directors is authorized to specify such certain criteria described in this article.
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Article 6: Deleted.
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Article 7: The Company issues its shares to registered owners only. Share certificates are issued with the signatures or authorized seals of the directors representing the Company, subject to certification by the competent authority or any of its approved institutes. For shares issued by the Company, they need not be printed out. They shall, however, be registered with a centralized securities depository enterprise.
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Article 8: Registration for transfer of shares shall be suspended for the sixty (60) days prior to the general shareholders’ meeting, or for the thirty (30) days prior to an extraordinary shareholders’ meeting, or for the five (5) days before the baseline date for distribution of dividends and bonuses or other gains as decided by the Company.
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Chapter III Shareholders’ Meetings
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Article 9: There are general and extraordinary shareholders’ meetings. The general meeting is called for once a year as required by law within the six (6) months following the end of each fiscal year, while the extraordinary one is to be called for as needed according to law.
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Article 10: When shareholders are unable to attend a shareholders’ meeting, they may issue an authorization letter that is prepared by the Company specifying the scope of authorization and have someone to attend it on their behalf.
In addition to the requirements in Article 177 of the Company Act, those in the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies promulgated by the competent authority shall be followed.
The Company may convene shareholders' meetings by video conference or in other methods as announced by the central competent authority.
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Article 11: Unless specified otherwise in the Company Act, each share is entitled to one vote.
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Article 12: Unless specified otherwise by applicable laws and regulations, a resolution reached in the shareholders' meeting shall be supported by affirmative votes that account for a majority of the total votes of shareholders that attend the meeting in person or through proxies that represent a majority of all shares issued.
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Article 12-1: If the shareholders’ meeting is called for by the Board of Directors, it shall be chaired by the Chairman. When the Chairman is absent, the Vice Chairman shall act on his/her behalf. When the Vice Chairman is also absent, the Chairman shall assign one director to act on his/her behalf. If not assigned, one director will be elected to act on his/her behalf. If the shareholders' meeting is called for by someone outside the Board of Directors, that said someone shall chair the meeting. When there are more than two people calling for the meeting, one of them shall act as the Chairperson.
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Article 12-2: Resolutions reached in a shareholders’ meeting shall be included in the meeting minutes that bear the signature or seal of the Chairperson of the meeting and shall be distributed to each of the shareholders within twenty (20) days after the meeting is over. The distribution of meeting minutes as indicated in the preceding paragraph shall be based on the requirements of the Company Act.
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Article 12-3: If public offering of the Company’s shares is intended to be canceled, it shall be brought forth for a resolution in the shareholders’ meeting, and this article may not be changed while the Company is TWSE/TPEx-listed.
Chapter IV Directors and the Audit Committee
- Article 13: The Company shall have five to seven directors (including independent directors). The candidate nomination system is adopted. Shareholders shall be elected from the list of director candidates with the term of office of three years; a director may serve multiple terms if re-elected.
The Company shall have the directors covered by liability insurance regarding their legitimate liabilities over compensation within their term of office.
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Article 13-1: In the event that the number of vacancies of directors reaches more than onethird, the Board of Directors shall call for a special shareholders’ meeting within sixty (60) days for a by-election, with the tenure being the remainder of the existing directors.
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Article 13-2: For the number of seats of directors as indicated in Article 13 herein, there may not be fewer than three independent directors and the number of openings may not be less than one-fifth of the total number of directors expected of the Board. Shareholders shall elect among the candidates on the list for independent directors. The professional qualifications, shareholdings, restrictions on parttime jobs, nomination and election methods, and other required matters of independent directors shall be subject to the provisions of the competent securities authority.
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Article 13-3: The Company shall establish an Audit Committee and other functional committees may also be established.
The Audit Committee shall be composed of all of the independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
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Article 14: The Board of Directors is formed by the directors and the Chairman and the Vice Chairman, one each, who are elected by a majority of the attending directors. There shall be more than two-thirds of directors attending the Board of Directors’ meeting. The Chairman is the Chairperson of the shareholders’ meeting and the Board of Directors’ meeting and represents the Company externally.
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Article 14-1: For the convening of the Company’s Board of Directors’ meeting, the cause shall be specified and made known to directors seven (7) days in advance. In the case of an emergency, however, it may be called for at any time.
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Notification on the convening of the Company’s Board meeting may be done by correspondence email, or fax.
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Article 15: When the Chairman is on leave or cannot exercise his/her function for some reason, his/her designee may do so on his/her behalf as required by Article 208 of the Company Act. When a director is unable to attend the Board of Directors’ meeting in person, another director may act on his/her behalf. The authorization, however, shall be based on the requirements set forth in Article 205 of the Company Act.
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Article 16: The remuneration to directors is based on the extent of their involvement in the Company’s operations and value of their contribution with reference to the generally-accepted industrial standards domestically and internationally. The Board of Directors is authorized to determine it through a meeting.
Chapter V Manager
- Article 17: The Company may be configured with one President, whose appointment, dismissal, and compensation shall be based on the requirements set forth in Article 29 of the Company Act.
Chapter VI Accounting
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Article 18: The Board of Directors is to prepare the following statements and reports at the end of each fiscal year. These statements and reports shall be presented during the shareholders' meeting for ratification according to the statutory procedure.
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I. The Business Report.
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II. The Financial Statements.
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III. The surplus earning distribution or loss off-setting proposals.
Article 19: Deleted.
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Article 20: After the Company reserves amount and deducts the accumulated losses from the income before tax prior to the deduction of remuneration of employees (including remuneration of entry-level employees) for the current year, when there is still remaining balance, an amount not less than 3% of the remaining balance shall be appropriated as the remuneration of employees (more than 10% of such remuneration of employees shall be the remuneration of entry-level employees)
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and an amount no more than 2% of the remaining balance shall be appropriated as the remuneration of directors.
The decision on the distribution ratio of remuneration of employees (including remuneration of entry-level employees) and remuneration of directors and the decision whether the remuneration of employees (including remuneration of entry-level employees) is to be distributed in shares or cash shall be executed based on the resolution of a majority of attending directors of a Board meeting and such Board meeting shall be attended by more than two-thirds of all directors, which shall also be reported to the shareholders’ meeting.
The remuneration of employees (including remuneration of entry-level employees) is issued to employees of a controlled or affiliated company who meet certain criteria in stock or cash. The Board of Directors is authorized to specify such certain criteria.
Annual earnings concluded by the Company, if any, shall be first set aside for paying taxes and making up historical accumulated losses, followed by 10% as the legal reserve, and a provision or reversal of special reserve as required by law or the competent authority. Subsequently, if there are still earnings, the balance will be combined with prior accumulated earnings yet to be distributed for a range of 0% to 99%. The Board of Directors will prepare the distribution proposal and introduce it during the shareholders’ meeting for a decision before they are distributed.
- Article 20-1: The Company is during the operational growth period. The policy on distribution of dividends will take into consideration the Company’s demand for capital in the future and its long-term financial plan as well as shareholders’ interests. The Board of Directors will prepare the distribution proposal each year and submit it to the shareholders’ meeting. Distribution of dividends for shareholders will prioritize the cash option. They, however, may also be distributed in stock. Cash dividends, however, shall be kept between 5% and 100%.
Chapter VII Supplementary Provisions
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Article 21: Matters not addressed herein, if any, shall be governed by the Company Act and other applicable laws and regulations.
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Article 22: These Articles of Incorporation were established on June 16, 1979.
Amended for the first time on July 24, 1980. Amended for the second time on October 15, 1988. Amended for the third time on June 20, 1989. Amended for the fourth time on October 15, 1995. Amended for the fifth time on August 8, 1997. Amended for the sixth time on December 31, 2001. Amended for the seventh time on November 1, 2004. Amended for the eighth time on March 11, 2005. Amended for the ninth time on May 24, 2005. Amended for the tenth time on June 23, 2006. Amended for the eleventh time on June 15, 2007. Amended for the twelfth time on June 27, 2008. Amended for the thirteenth time on June 25, 2010. Amended for the fourteenth time on June 5, 2012. Amended for the fifteenth time on June 21, 2013. Amended for the sixteenth time on June 19, 2014. Amended for the seventeenth time on June 8, 2016. Amended for the eighteenth time on June 20, 2019. Amended for the nineteenth time on June 18, 2020. Amended for the twentieth time on June 10, 2022. Amended for the twenty-first time on May 29, 2025.
Syncmold Enterprise Corp.
Chairman: Chen, Chiu-Lang
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Appendix IV
Syncmold Enterprise Corp.
2026 Restricted Stock for Employees Issuance Plan
I. Purpose of Issuance
To retain the professional talent required by the Company and to enhance employees’ cohesion and sense of belonging, thereby jointly creating value for the Company and its shareholders, this Plan is formulated in accordance with Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Issuers” promulgated by the Financial Supervisory Commission, as well as other applicable laws and regulations.
II. Issuance Period
Within two years from the date of receipt of the effective registration notice from the competent authority, the shares may be issued in one or multiple tranches based on actual needs. The actual issuance date and related administrative matters shall be determined by the Chairman as authorized by the Board of Directors.
III. Employee Eligibility and Number of Shares to be Granted
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3.1 This Plan applies only to full-time regular employees on the payroll of the Company and its subordinate companies (as defined under Paragraph 1, Article 369-2 of the Company Act). The employees eligible to receive restricted stock and the number of shares allocated to each will be determined based on factors such as years of service, job grade, performance, overall contribution, special achievements, and other relevant management considerations. The allocation proposal shall be approved by the Chairman and submitted to the Board of Directors for resolution. For employees who are managerial officers or directors with employee status, prior approval from the Remuneration Committee is required; for those who are not managerial officers, prior approval from the Audit Committee is required.
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3.2 In accordance with Paragraph 1, Article 56-1 of the “Regulations Governing the Offering and Issuance of Securities by Issuers,” the cumulative number of shares subscribable by any single employee under employee stock options, combined with the cumulative number of restricted shares granted to such employee, shall not exceed 0.3% of the total issued shares. In addition, when combined with the cumulative number of shares subscribable under employee stock options granted pursuant to Paragraph 1, Article 56 of the same Regulations, the total shall not exceed 1% of the total issued shares.
IV. Total Issuance Amount
The total issuance amount of the restricted stock for employees shall not exceed NT$15,000,000, with a par value of NT$10 per share, representing a total of 1,500,000 common shares.
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V. Issuance Terms
- 5.1.Issue Price: Issued at NT$0 per share, to be granted to employees without consideration.
5.2 Vesting Conditions:
5.2.1 Vesting Criteria
Employees who, from the grant date (i.e., the capital increase record date for each issuance of restricted shares), remain employed upon the expiration of the following vesting periods and meet the performance conditions required by the Company (both Company performance and individual performance must be satisfied), shall have the following vesting percentages:
| Eligible Persons |
Company performance | Individual performance |
Vesting Period / Percentage |
|---|---|---|---|
| Mid-to- senior management and key personnel |
1. Where the Company’s earnings per share for the preceding year are equal to or greater than NT$5, the overall weighting shall be 100%. |
The performance evaluation for the most recent year upon expiration of the vesting period must be rated A or above. |
After one year: 30% |
| 2. Where the Company’s earnings per share for the preceding year are between NT$5 and NT$3.5 (inclusive), the overall weighting shall be 50%. |
After two years: 30% |
||
| 3. Where the Company’s earnings per share for the preceding year are less than NT$3.5, the overall weighting shall be 0%. |
After three years: 40% |
5.2.2 Handling of Violations
If an employee, after being granted restricted shares, violates this Plan, the trust agreement, employment contract, work rules, any agreement with the Company (with such agreements authorized by the Board of Directors to be negotiated and executed by the Chairman on behalf of the Company), or any other Company regulations, the Company shall have the right to repurchase without consideration and cancel any unvested shares granted to such employee. If the relevant date falls on a non-business day, the action shall be taken on the preceding business day.
5.3 Type of Shares Issued:
New common shares of the Company.
- 5.4 Treatment Upon Failure to Meet Vesting Conditions or Upon Inheritance Shall Be as Follows:
5.4.1 General Separation (voluntary resignation / retirement / layoff / termination):
All unvested restricted shares shall be repurchased by the Company without consideration and canceled in accordance with applicable laws.
5.4.2 Leave Without Pay:
Unvested restricted shares shall be reinstated upon the employee’s return to work; however, the vesting schedule shall be deferred by the duration of the leave.
5.4.3 Death (General):
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All unvested restricted shares shall be repurchased by the Company without consideration and canceled in accordance with applicable laws.
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5.4.4 Occupational Injury:
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5.4.4.1 If an employee becomes unable to continue employment due to disability resulting from an occupational injury, the unvested restricted shares may vest on the date of termination; provided, however, that for vesting years in which the achievement of Company performance and individual performance targets has been determined, the actual number of shares vested for each such year shall be calculated in accordance with the vesting conditions set forth in this Plan; and for vesting years in which the achievement of Company performance and individual performance targets cannot be determined, all unvested restricted shares shall vest in full.
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5.4.4.2 If an employee dies as a result of an occupational injury, upon the employee’s death, any unvested restricted shares may, after the heirs have completed the necessary legal procedures and provided the relevant supporting documentation, be applied for and received by the heirs in accordance with their entitlement, or the rights and interests arising therefrom may be otherwise disposed of. Provided, however, that for vesting years in which the achievement of Company performance and individual performance targets has been determined, the actual number of shares vested for each such year shall be calculated in accordance with the vesting conditions set forth in this Plan; and for vesting years in which the achievement of Company performance and individual performance targets cannot be determined, all unvested restricted shares shall vest in full.
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5.5 Transfer of Employment:
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If an employee applies for a transfer to an affiliate or another company (excluding subsidiaries), the restricted shares shall be handled in accordance with the provisions for “general separation” under Section 5.4.1. Provided, however, that where such transfer is made at the direction of the Company due to operational needs, the employee’s entitlement to the restricted shares granted shall not be affected by such transfer.
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5.6 Employees or their heirs shall receive the shares transferred upon satisfaction of the vesting conditions in accordance with the terms of the trust agreement.
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5.7 Other Provisions: If an employee, after being granted restricted shares under this Plan, commits a material breach of the employment contract, work rules, or other Company regulations, and such breach is deemed significant by the Company, the Company shall have the right to repurchase without consideration and cancel any restricted shares that have not yet satisfied the vesting conditions.
VI. Restrictions on Rights Prior to Satisfaction of Vesting Conditions
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6.1 The restricted shares issued under this Plan shall be registered in the name of the employee and placed in trust custody. After the grant of such shares and prior to satisfaction of the vesting conditions, the following restrictions shall apply:
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6.1.1 After being granted the restricted shares and prior to satisfaction of the vesting conditions, the employee shall not, except in the case of inheritance, sell, pledge,
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transfer, gift, create any encumbrance over, or otherwise dispose of such restricted shares.
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6.1.2 Rights to attend shareholders’ meetings, submit proposals, speak, and vote shall be exercised by the trustee in accordance with the trust agreement.
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6.2 Except for the restrictions arising from the trust arrangement described above, all other rights attached to the restricted shares granted to employees under this Plan prior to satisfaction of the vesting conditions, including but not limited to the right to receive dividends, bonuses, and distributions from capital surplus, preemptive rights in cash capital increases, and voting rights, shall be the same as those of the Company’s issued common shares. Employees shall be entitled to receive cash dividends and stock dividends distributed by the Company, and such cash dividends and stock dividends shall be deemed vested and shall not be subject to trust custody. The same shall apply to capital reductions with cash return and participation in cash capital increases.
VII. Procedures for Granting Restricted Shares
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7.1 Upon the grant of restricted shares to employees, the Company shall record the number of shares granted in the Company’s shareholders’ register and deliver the newly issued common shares or share certificates representing the new shares by book-entry transfer; such shares shall, in accordance with the trust agreement, be placed in trust custody during the vesting restriction period.
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7.2 The restricted shares issued by the Company under this Plan shall be duly registered in accordance with applicable laws and regulations.
VIII. Execution and Confidentiality
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8.1 Employees who are granted restricted shares must, upon notification by the responsible unit of the Company, complete the execution of the “Restricted Stock Grant Acceptance Agreement” and the related trust custody procedures before being deemed to have acquired the restricted shares. Failure to complete the required documentation in accordance with the prescribed procedures shall be deemed a waiver of the restricted shares.
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8.2 Employees and any holders of rights and interests derived from restricted shares obtained under this Plan shall comply with the provisions of this Plan and the “Restricted Stock Grant Acceptance Agreement.” Any violation shall be deemed a failure to satisfy the vesting conditions. They shall also comply with the Company’s confidentiality policies regarding compensation and shall not inquire about, disclose, or otherwise reveal to others any information regarding the grant of restricted shares, including the content or number of shares granted, or any related personal entitlements. In the event of any violation, the Company shall have the right to repurchase without consideration and cancel any restricted shares that have not yet satisfied the vesting conditions.
IX. Taxation
Any taxes arising from the restricted shares granted under this Plan shall be handled in accordance with applicable laws and regulations.
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X. Other Important Matters
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10.1 For matters relating to the issuance of restricted stock for employees, should any amendments or adjustments be required by the competent authority in the future, it is proposed that the shareholders’ meeting authorize the Board of Directors to handle such matters with full discretion. If, during the review process, amendments are required by the competent authority, the Chairman is authorized to revise this Plan, and such revisions shall be submitted to the Board of Directors for ratification prior to issuance.
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10.2 Any matters not addressed herein shall, unless otherwise provided by applicable laws and regulations, be handled or amended by the Board of Directors or its authorized representative in accordance with relevant laws and regulations.
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Appendix V
Syncmold Enterprise Corp.
Rules of Election of Directors
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Article 1 To ensure a just, fair, and open election of directors, these Rules are adopted pursuant to Articles 22 and 44 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
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Article 2 Except as otherwise provided by laws and regulations or by the Articles of Incorporation, elections of directors shall be conducted in accordance with these Rules.
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Article 3 The overall composition of the Board of Directors shall be taken into consideration in the election of the Company's directors. All Board members shall have the knowledge, skills, and competencies needed to perform their duties. The Board of Directors as a whole shall possess the following skills or abilities:
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I. Business judgment.
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II. Accounting and financial analysis.
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III. Business administration.
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IV. Crisis management.
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V. Industry knowledge.
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VI. An international market perspective.
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VII. Leadership.
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VIII. Decision-making skills.
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Article 4 Deleted.
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Article 5 The Company's independent directors’ election and appointment shall be limited to those who are not juridical persons or their representatives as specified in Article 27 of the Company Act with their qualifications in compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies or the competent authority’s regulations.
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Article 6 The Company's Board of Directors or any shareholder may provide a list of recommended director candidates for the next term of the Board as a reference for an election of directors.
When the Board of Directors provides a list of recommended director candidates in accordance with the preceding paragraph, it may also provide information on each candidate's education, experience, number of shares held, government agencies represented, name of juridical person, and independence status, as a reference for shareholders.
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Article 7 An election of independent directors and non-independent directors shall be held at the same time, while the votes for independent and non-independent
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director shall be counted separately. The cumulative voting method shall be adopted for an election of directors at the Company. Each share shall contain the number of voting rights equal to the directors to be elected, and votes may be cast for a single candidate or split among multiple candidates.
Article 8 The Board of Directors shall prepare ballots for directors in the number equal to the number of directors to be elected with the number of voting rights specified on the ballots, which shall then be distributed to the shareholders present at a shareholders’ meeting. Attendance card numbers printed on the ballots may be used to replace the electors’ names.
Article 9 Regarding the number of directors to be elected as specified in the Company's Articles of Incorporation, those receiving votes representing the highest numbers of voting rights will be elected as independent and nonindependent directors sequentially according to their respective numbers of votes won. When two or more persons receive the same number of votes, thus exceeding the specified number of directorships, they shall draw lots to determine the winner, with the Chair drawing lots on behalf of any person not in attendance.
Those who are elected as directors and supervisors at the same time under Paragraph 1 shall decide to serve as directors or supervisors on their own, or if after review of the personal information of an elected director or supervisor is confirmed is inconsistent or they are unqualified in accordance with applicable laws and regulations, such a vacancy shall be filled by the electee whose number of votes received is second to theirs in the original election, and the replacement shall be announced on-site at the shareholders’ meeting where the election takes place.
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Article 10 Before an election begins, the Chair shall appoint a number of scrutineers and vote counting personnel, who shall also be shareholders, to perform their respective duties. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the scrutineers before voting commences.
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Article 11 If an electee is a shareholder, an elector shall enter the electee’s account name and shareholder account number in the Electee field in the ballot; if an electee is not a shareholder, their name and national identification number shall be entered in the ballot. However, when a government agency or an institutional shareholder is an electee, its name (and the name of its representative, if applicable) shall be entered in the Electee Account Name field. When there are several representatives, the names of the representatives shall be entered one by one.
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Article 12 An election ballot shall be invalid under any of the following circumstances:
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I. A ballot that was not prepared by the Board of Directors.
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II. A blank ballot placed in the ballot box.
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III. A ballot with the writing unclear, indecipherable, or altered.
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IV. A ballot with the account name or shareholder account number of an electee, who is a shareholder, entered in the ballot does not conform to the shareholder register, or the name or national identification number of an electee, who is not a shareholder, entered in the ballot is not consistent with the information recorded.
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V. A ballot with other words or marks entered in addition to the account name (name) of an electee or shareholder account number (national identification number) and the number of voting rights allotted.
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VI. A ballot where the name of an electee entered is the same as that of another shareholder, without the shareholder account number or identification number entered for identification.
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Article 13 After voting, the votes shall be counted on-site and the voting results shall be announced by the Chair on-site.
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Article 14 These Rules and any amendments thereto shall be enforced after being approved by the shareholders' meeting.
The first amendment was made on June 18, 2020.
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