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Syntec — AGM Information 2026
Apr 30, 2026
52694_rns_2026-04-30_78cb19ee-4753-4a81-9b75-69a987ea5765.pdf
AGM Information
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SYNTEC 新代科技
Stock Code:7750
SYNTEC TECHNOLOGY CO., LTD.
2026 Annual Shareholders’ Meeting Meeting Handbook
(Translation)
Date: June 4, 2026 (Thursday)
Venue: No. 25, Yanfa 2nd Rd., East Dist., Hsinchu City
(The Company’s meeting room)
1
Table of Contents
| Item | Page |
|---|---|
| One. Agenda of the Annual Shareholders’ Meeting | 2 |
| Two. Report Items | 3 |
| Three. Acknowledgement Items | 4 |
| Four. Discussion Item | 5 |
| Five. Extemporary Motions | 5 |
| Six. Attachments | |
| I. 2025 Business Report | 6 |
| II. 2025 Audit Committee’s Review Report | 9 |
| III. CPAs’ Audit Report and 2025 Consolidated and Individual Financial Statements | 10 |
| IV. 2025 Statement of Earnings Distribution | 28 |
| V. Details of Removal of Directors’ Non-Competition Restrictions | 29 |
| Seven. Appendix | |
| I. Rules of Procedure for Shareholders Meetings | 30 |
| II. Articles of Incorporation | 44 |
| III. Shareholdings of Directors | 48 |
SYNTEC TECHNOLOGY CO., LTD.
Agenda of the 2026 Annual Shareholders’ Meeting
Date and Time: June 4, 2026 (Thursday) at 10:00 am.
Venue: No. 25, Yanfa 2nd Rd., East Dist., Hsinchu City (The Company’s meeting room)
Meeting Type: Physical Shareholders’ Meeting
I. Call to order
II. Remarks by the Chairperson
III. Report Items:
(I) 2025 Business Report
(II) Audit Committee’s Review of the 2025 Annual Final Accounting Ledgers and Statements
(III) Distribution of Employee Compensation and Director Remuneration for 2025
(IV) Distribution of Cash Dividends for 2025
IV. Acknowledgement Items:
(I) 2025 Business Report and Financial Statements
(II) 2025 Earnings Distribution
V. Discussion Item:
Proposal for the Release of Directors from Non-competition Restrictions
VI. Extemporary Motions
VII. Adjournment
2
[Report Items]
I. 2025 Business Report
Explanation: For the Company’s 2025 Business Report, please refer to Attachment I on page 6 of this Handbook.
II. Audit Committee’s Review of the 2025 Annual Final Accounting Ledgers and Statements
Explanation: For the Company’s 2025 Audit Committee Review Report, please refer to Attachment II on page 9 of this Handbook.
III. Distribution of Employee Compensation and Director Remuneration for 2025
Explanation:
(I) In accordance with the Company’s Articles of Incorporation, if there is a profit for the year, no less than 8% shall be appropriated as employee remuneration and no more than 3% as director remuneration. Of the aforesaid employee remuneration, no less than 6% shall be allocated for distribution to grassroots employees.
(II) For 2025, the Company appropriated NT$381,794,223 as employee remuneration and NT$31,816,185 as director remuneration, to be distributed in cash. The proportion of employee remuneration allocated to grassroots employees will be submitted to the Board of Directors for resolution in accordance with the Company’s Articles of Incorporation prior to distribution.
IV. Distribution of Cash Dividends for 2025
Explanation:
(I) In accordance with the Company’s Articles of Incorporation, the Board of Directors is authorized to resolve that all or part of the dividends and bonuses or reserves to be distributed shall be paid in cash, and such resolution shall be reported to the shareholders’ meeting.
(II) On March 10, 2026, the Board of Directors resolved to appropriate NT$1,147,968,000 from the distributable earnings for 2025 as shareholder dividends, to be distributed in cash at NT$16 per share. The distribution shall be made based on the shareholding ratio of shareholders as recorded in the shareholders’ register on the ex-dividend record date, calculated to the nearest dollar, with amounts less than one dollar rounded down. The aggregate amount of fractional amounts less than one dollar shall be adjusted in descending order of decimal value and in ascending order of account number until the total amount of this cash dividend distribution is achieved.
(III) Subsequently, if any change in the Company’s share capital affects the number of outstanding shares, resulting in a change in the cash dividend distribution ratio requiring adjustment, the Chairman is authorized to handle such adjustments in full.
(IV) The Board of Directors, at its meeting on March 10, 2026, resolved to set the ex-dividend record date and distribution date and other related matters, and the cash dividend distribution date is April 30, 2026.
[ Acknowledgement Items]
Proposal No. 1: (Proposed by the Board of Directors)
Subject: 2025 Business Report and Financial Statements
Explanation:
(I) For the Company’s 2025 Business Report, parent company only financial statements, and consolidated financial statements, please refer to pages 6 and 10, Attachments I and III of this Handbook.
(II) The aforementioned financial statements have been audited and certified by Ernst & Young, and an audit report has been issued by the Audit Committee.
(III) Please ratify.
Resolution:
Proposal No. 2: (Proposed by the Board of Directors)
Subject: 2025 Earnings Distribution
Explanation:
(I) The Company’s 2025 earnings distribution table was approved by the Board of Directors on March 10, 2026, and has been submitted to the Audit Committee, which issued an audit report. Please refer to Attachment IV on page 28 of this Handbook.
(II) Please ratify.
Resolution:
[Discussion Item]
Proposal No. 1: (Proposed by the Board of Directors)
Subject: Proposal for the Release of Directors from Non-competition Restrictions
Explanation:
(I) In accordance with Article 209 of the Company Act, “A director who conducts any act for themselves or on behalf of another person that falls within the scope of the Company’s business shall explain to the shareholders’ meeting the material content of such act and obtain its approval.”
(II) In compliance with regulatory requirements, if a director invests in or operates another company engaged in the same or similar business scope as the Company, and without prejudice to the interests of the Company, it is proposed in accordance with the Company Act to submit to the shareholders’ meeting for approval the lifting of restrictions on directors’ non-competition (including in Mainland China). For details of the lifting of directors’ non-competition restrictions, please refer to Attachment V on page 29 of this Handbook.
(III) Please resolve.
Resolution:
[Extemporary Motions]
[Adjournment]
Attachment I
SYNTEC TECHNOLOGY CO., LTD.
2025 Business Report
In 2025, the global manufacturing industry entered a new stage amid geopolitical changes, supply chain restructuring, and the rapid development of artificial intelligence technologies. Smart manufacturing, automation, and global-local manufacturing have become key directions in the transformation of the global manufacturing industry. The analysis is as follows:
I. Overview of the Global Machine Tool Industry:
Machine tools are known as the "mother of industry" and are essential foundational equipment for high-end manufacturing and smart manufacturing. As the global manufacturing industry advances toward intelligence, automation, and digitalization, the machine tool industry is developing toward higher precision, higher efficiency, and greater intelligence.
According to research by Gardner Intelligence and Oxford Economics, the global machine tool market size is approximately USD 80 billion to USD 90 billion, with Asia being the largest market, accounting for over 60% of global demand.
Among the major global machine tool markets, China is the largest consumer market for machine tools, Japan and Germany are leaders in high-end machine tool technology, India is a rapidly emerging market, and Taiwan continues to be one of the world's important exporters of machine tools. Among these, the Chinese market accounts for approximately 30% to 35% of global machine tool demand and has a critical impact on the global machine tool industry.
II. Three Major Growth Drivers of the Global Machine Tool Market:
Under the trend of global supply chain restructuring and manufacturing regionalization, the machine tool industry has gradually formed a structure of three major growth markets: China × India × ASEAN.
(I) China: The World's Largest Machine Tool Market
According to statistics from the China Machine Tool & Tool Builders' Association (CMTBA), in 2025, the output value of metal-cutting machine tools increased by approximately 14.5% year-on-year, and the output value of metal-forming machine tools increased by approximately 12% year-on-year. The overall machine tool market maintained double-digit growth of approximately 10% to 15%. The growth momentum mainly comes from the new energy vehicle industry, the aerospace industry, the precision electronics industry, and high-end equipment manufacturing.
(II) India: A Rapidly Growing Manufacturing Market
Under the "Make in India" policy and global supply chain restructuring, India has gradually become an important emerging market for global manufacturing. According to research by Grand View Research and Technavio, the Indian machine tool market was approximately USD 2.5 billion in 2024 and is expected to reach approximately USD 3.8 billion by 2030, with a compound annual growth rate of approximately 7%. Within this, the CNC machine tool market is expected to grow at a rate of approximately 11%. The main demand industries include automobile manufacturing, the electronics industry, aerospace and defense, and precision machinery.
(III) ASEAN: Core Region for Global Supply Chain Shifts
Southeast Asia is gradually becoming an important base for global manufacturing. Manufacturing investments in Vietnam, Thailand, Malaysia, Indonesia, and other countries continue to increase, driving demand for machine tools and automation equipment. The main demand comes from the electronics and semiconductor industry, the automotive and components industry, and the precision machining industry.
Attachment I
III. Operating Results for 2025
(I) Revenue Performance
In 2025, Syntec Technology Co., Ltd. consolidated revenue of NT$13,960 million, representing an increase of 29.17% from NT$10,808 million in 2024. The growth momentum was driven by increased demand for CNC control systems, growth in servo product sales, the adoption of smart manufacturing solutions, and expansion into overseas markets.
(II) Profitability
In 2025, the Company's gross profit margin was 45.75%, and net profit after tax for the year was NT$2,283 million, representing an increase of 66.32% compared to 2024. The net profit margin after tax was 16.36%. This demonstrates the Company's continuous improvement in product technology and operational efficiency.
(III) R&D Investment
In 2025, R&D expenses amounted to NT$1,474 million, accounting for approximately 11% of revenue. Major investments were made in AI controllers, smart robots, industrial internet, the SynFactory Cloud platform, and digital twin technologies.
(IV) Production and Supply Chain
The Syntec Group continues to introduce lean production, automated production units, robotic manufacturing, and supply chain integration to enhance competitiveness in quality, cost, and delivery.
Syntec Technology continues to deepen its core technologies and global market deployment. In 2025, the Syntec Group completed the objectives established in its fourth five-year plan, achieving an important operational milestone. Such achievements are attributable to the long-term dedication of all employees to R&D and market development, as well as the trust of global customers in Syntec Technology's products and solutions.
IV. The Fifth Five-Year Plan (2026–2030)
The Syntec Group will adopt “Resilient Manufacturing, Intelligent Leadership” as its core strategy. It will promote the deep integration of AI × smart manufacturing × robotics and, with a resilient operational mindset, advance its global deployment. The main development directions include:
- AI Controllers: Introducing processing quality prediction, anomaly detection, intelligent diagnostics, and processing simulation to establish intelligent control systems.
- Smart Robot Development: Developing robot controllers, motion control algorithms, and vision integration to promote the integration of machine tools and smart robots.
- Smart Factory Platform: Through SynFactory Cloud, integrating CNC equipment, robots, AGVs, MES, ERP, and other systems to unify smart manufacturing information flows and establish a smart factory data platform.
- Global Operational Deployment: Accelerating R&D capabilities at the Taiwan headquarters, developing Malaysia as the Group’s overseas operations center to enhance supply chain resilience, capturing the rapidly growing demand for machine tool controllers in India, seizing manufacturing opportunities arising from ASEAN supply chain shifts, and continuing to deepen presence in China’s machine tool and smart manufacturing markets. The Syntec Group promotes global deployment with a resilient operational mindset.
V. Future Outlook
Reviewing the Company’s development history, Syntec Technology has continuously driven corporate growth through its five-year plans. Starting from 2026, the Group will adopt deep integration of AI into smart manufacturing as its approach and “Resilient Manufacturing, Intelligent Leadership” as its strategy, officially launching its fifth five-year plan (2026–2030). Looking ahead to 2026, the global manufacturing industry will continue to face challenges such as geopolitical changes and supply chain restructuring; however, demand for smart manufacturing and automation will continue to grow. The Syntec Group will continue to develop AI intelligent
Attachment I
controllers, intelligent robot control platforms, industrial internet and cloud platforms, and comprehensive smart factory solutions. It will also establish an intelligent system service network to assist global manufacturing customers in improving production efficiency and competitiveness, which will serve as its core development direction. Amid the trend toward smart manufacturing in the global manufacturing industry, Syntec Technology will continue to promote industrial upgrading and create long-term value for its shareholders.
On behalf of the Board of Directors, I would like to express our gratitude to all shareholders for their long-term support and trust, and to thank all employees for their efforts and dedication.
Respectfully wishing you
good health and happiness
Chairman and General Manager
Tsai, You-Kung
Chairman: Tsai, You-Kung
General Manager: Tsai, You-Kung
CFO: Lin Tung-Hsu
Attachment II
Syntec Technology Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared and submitted the Company’s financial statements for the year 2025. The said financial statements have been audited by independent auditors, Ms. Wan-Ju Chiu and Mr. Shen-Chieh Hu of Ernst & Young, who have issued an audit report stating that the financial statements present fairly, in all material respects, the financial position, operating results, and cash flows of the Company. The aforementioned financial statements, together with the Business Report and the Proposal for Distribution of Earnings, have been reviewed by the Audit Committee, which found no inconsistencies. Accordingly, this report is submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.
Respectfully submitted,
To:
2026 Annual Shareholders’ Meeting
Syntec Technology Co., Ltd.
Chairman of Audit Committee: Chen, Tien-Shun
March 10, 2026
Attachment III
Independent Auditors' Report
English Translation of a Report Originally Issued in Chinese
To Syntec Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Syntec Technology Co., Ltd. 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 ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Syntec Technology Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effectively by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Syntec Technology Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Syntec Technology Co., Ltd. and its subsidiaries recognized net sales of NT$13,960,426 thousand for the year ended December 31, 2025, which included sales of goods NT$13,865,957 thousand. Sales revenue from controllers and servo products constitutes a major proportion of the net operating revenue. Due to the volume of the transactions and mix of sales model with distributors and direct sales, it is critical for the Company to ensure the appropriateness of revenue recognition, and mitigate the risk of early or fraudulent revenue recognition. Accordingly, we determined the veracity of revenue recognition to be a key audit matter.
Attachment III
Our audit procedures included (but not limited to) assessing the accounting policy for revenue recognition, evaluating and testing the effectiveness of internal control over the design and execution related to the timing of revenue recognition; performing test of details on samples selected from operating revenue details, reviewing the significant terms of the agreements; testing whether revenue recognition met the five steps of revenue recognition and checking against the relevant transaction supporting documents; performing cutoff tests for a period before and after the balance sheet date on a sampling basis to ensure proper cutoff of operating revenue. We also reviewed if there were any significant sales revenue reversals in the subsequent period.
We also considered the appropriateness of the disclosures of operating revenue. Please refer to Note 4 and Note 6 in notes to the consolidated financial statements.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of Syntec Technology Co., Ltd. and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Syntec Technology Co., Ltd. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of Syntec Technology Co., Ltd. and its subsidiaries.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Attachment III
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Syntec Technology Co., Ltd. and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of Syntec Technology Co., Ltd. and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Syntec Technology Co., Ltd. and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Syntec Technology Co., Ltd. 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. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Attachment III
Others
We have audited and expressed an unqualified opinion on the parent company only financial statements of Syntec Technology Co., Ltd. as of and for the years ended December 31, 2025 and 2024.
Chiu, Wan-Ju
Hu, Shen-Chieh
Ernst & Young, Taiwan
March 10, 2026
Notice to Readers
-
The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
-
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the standards on auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
(Amounts in thousands of New Taiwanese Dollars)
| ASSETS | Notes | December 31, 2025 | % | December 31, 2024 | % |
|---|---|---|---|---|---|
| Current assets | |||||
| Cash and cash equivalents | 4, 6(1) | $7,707,263 | 44 | $1,873,081 | 20 |
| Notes receivable, net | 4, 6(4), 6(17) | 3,233,194 | 18 | 2,399,950 | 25 |
| Accounts receivable, net | 4, 6(5), 6(17) | 2,711,917 | 15 | 2,004,825 | 21 |
| Other receivables | 24,357 | - | 21,169 | - | |
| Inventories, net | 4, 5, 6(6) | 1,368,601 | 8 | 1,310,736 | 14 |
| Prepayments | 81,743 | 1 | 53,693 | 1 | |
| Other financial assets-current | 4, 6(1), 8 | 5,991 | - | 5,991 | - |
| Other current assets | 2,484 | - | 7,685 | - | |
| Total current assets | 15,135,550 | 86 | 7,677,130 | 81 | |
| Non-current assets | |||||
| Financial assets at fair value through profit or loss-non-current | 4, 6(2) | 143,313 | 1 | 42,240 | 1 |
| Financial assets at fair value through other comprehensive income-non-current | 4, 6(3) | 133,163 | 1 | 103,151 | 1 |
| Investments accounted for using the equity method | 4, 6(7) | 11,920 | - | 12,470 | - |
| Property, plant and equipment | 4, 6(8), 8 | 1,602,464 | 9 | 982,633 | 11 |
| Right-of-use assets | 4, 6(18) | 433,731 | 2 | 420,115 | 5 |
| Intangible assets | 4, 6(9) | 20,801 | - | 19,355 | - |
| Deferred tax assets | 4, 6(22) | 165,399 | 1 | 136,058 | 1 |
| Refundable deposits | 12,205 | - | 36,838 | - | |
| Other non-current assets | 1,114 | - | 2,294 | - | |
| Total non-current assets | 2,524,110 | 14 | 1,755,154 | 19 | |
| Total assets | $17,659,660 | 100 | $9,432,284 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(continued)
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | % | December 31, 2024 | % |
|---|---|---|---|---|---|
| Current liabilities | |||||
| Short-term loans | 4, 6(10) | $26,490 | - | $9,727 | - |
| Contract liabilities-current | 4, 6(16) | 81,766 | 1 | 39,552 | 1 |
| Accounts payable | 3,058,598 | 17 | 2,018,885 | 22 | |
| Other payables | 1,476,392 | 9 | 1,029,212 | 11 | |
| Current tax liabilities | 4, 6(22) | 175,279 | 1 | 119,301 | 1 |
| Provisions-current | 4, 6(12) | 21,688 | - | 29,927 | - |
| Lease liabilities-current | 4, 6(18) | 48,328 | - | 37,971 | - |
| Current portion of long-term loans | 4, 6(11), 8 | 25,000 | - | 70,758 | - |
| Other current liabilities | 60,608 | - | 38,821 | 1 | |
| Total current liabilities | 4,974,149 | 28 | 3,394,154 | 36 | |
| Non-current liabilities | |||||
| Long-term loans | 4, 6(11), 8 | 127,060 | 1 | 263,516 | 3 |
| Provisions-non-current | 4, 6(12) | 64,652 | - | 75,807 | 1 |
| Deferred tax liabilities | 4, 6(22) | 953,419 | 6 | 626,044 | 6 |
| Lease liabilities-non-current | 4, 6(18) | 162,654 | 1 | 151,991 | 2 |
| Guarantee deposits | 4,915 | - | 17,794 | - | |
| Total non-current liabilities | 1,312,700 | 8 | 1,135,152 | 12 | |
| Total liabilities | 6,286,849 | 36 | 4,529,306 | 48 | |
| Equity attributable to owners of the parent company | |||||
| Share capital | |||||
| Common stock | 6(14) | 718,430 | 4 | 655,230 | 7 |
| Capital surplus | 4, 6(14), 6(15) | 5,700,929 | 32 | 939,334 | 10 |
| Retained earnings | 4, 6(14) | ||||
| Legal reserve | 569,539 | 3 | 432,904 | 5 | |
| Undistributed earnings | 4,394,667 | 25 | 2,967,859 | 31 | |
| Total retained earnings | 4,964,206 | 28 | 3,400,763 | 36 | |
| Other equity | 4, 6(14), 6(15), 6(21) | (3,629) | - | (86,274) | (1) |
| Treasury shares | 4, 6(14) | (7,125) | - | (6,075) | - |
| Total equity | 11,372,811 | 64 | 4,902,978 | 52 | |
| Total liabilities and equity | $17,659,660 | 100 | $9,432,284 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
15
Attachment III
(Amounts in thousands of New Taiwan Dollars, except for earnings per share)
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
| Description | Notes | 2025 | % | 2024 | % |
|---|---|---|---|---|---|
| Net sales | 4, 6(16), 7 | $13,960,426 | 100 | $10,807,628 | 100 |
| Operating costs | 4, 6(6), 6(9), 6(13), 6(15), 6(19), 7 | (7,573,163) | (54) | (6,068,459) | (56) |
| Gross profit | 6,387,263 | 46 | 4,739,169 | 44 | |
| Operating expenses | 4, 6(9), 6(13), 6(17), 6(19), 7 | ||||
| Selling expenses | (1,231,799) | (9) | (1,112,079) | (10) | |
| Administrative expenses | (850,883) | (6) | (694,362) | (7) | |
| Research and development expenses | (1,473,912) | (11) | (1,275,242) | (12) | |
| Expected credit impairment losses | (8,536) | - | (11,647) | - | |
| Total operating expenses | (3,565,130) | (26) | (3,093,330) | (29) | |
| Operating income | 2,822,133 | 20 | 1,645,839 | 15 | |
| Non-operating income and expenses | 4, 6(3), 6(7), 6(20), 7 | ||||
| Interest income | 31,516 | - | 8,801 | - | |
| Other income | 112,600 | 1 | 98,300 | 1 | |
| Other gains and losses | 25,746 | - | 29,674 | - | |
| Finance costs | (15,354) | - | (17,610) | - | |
| Share of profit of associates accounted for using the equity method | (819) | - | (567) | - | |
| Total non-operating income and expenses | 153,689 | 1 | 118,598 | 1 | |
| Net income before income tax | 2,975,822 | 21 | 1,764,437 | 16 | |
| Income tax expense | 4, 6(22) | (692,517) | (5) | (391,606) | (3) |
| Net income | 2,283,305 | 16 | 1,372,831 | 13 | |
| Other comprehensive income | 4, 6(21), 6(22) | ||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Unrealized gains from equity instrument investments measured at fair value through other comprehensive income | (7) | - | 10,351 | - | |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 24 | - | 46 | - | |
| Items that will be reclassified subsequently to profit or loss: | |||||
| Exchange differences resulting from translating the financial statements of foreign operations | 66,628 | - | 102,043 | 1 | |
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss | (13,326) | - | (20,328) | - | |
| Other comprehensive income, net of tax | 53,319 | - | 92,112 | 1 | |
| Total comprehensive income | $2,336,624 | 16 | $1,464,943 | 14 | |
| Earnings per share (NT$) | |||||
| Basic Earnings Per Share | 6(23) | $35.12 | $22.31 | ||
| Diluted Earnings Per Share | 6(23) | $33.83 | $21.25 |
The accompanying notes are an integral part of the consolidated financial statements.
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| Description | Common stock | Capital surplus | Retained earnings | Other equity | Treasury shares | Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Undistributed earnings | Exchange differences resulting from translating the financial statements of foreign operations | Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income | Others | |||||
| Balance as of January 1, 2024 | $600,000 | $174,227 | $388,593 | $1,999,339 | $(23,592) | $(31,330) | $- | $- | $3,107,237 |
| Appropriation and distribution of 2023 earnings: | |||||||||
| Legal reserve | - | - | 44,311 | (44,311) | - | - | - | - | - |
| Cash dividends | - | - | - | (360,000) | - | - | - | - | (360,000) |
| Profit for the year ended December 31, 2024 | - | - | - | 1,372,831 | - | - | - | - | 1,372,831 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 81,715 | 10,397 | - | - | 92,112 |
| Total comprehensive income | - | - | - | 1,372,831 | 81,715 | 10,397 | - | - | 1,464,943 |
| Capital increase by cash | 35,000 | 490,000 | - | - | - | - | - | - | 525,000 |
| Share-based payment transactions | - | 143,612 | - | - | - | - | (123,464) | - | 20,148 |
| Treasury shares repurchase | - | - | - | - | - | - | - | (6,075) | (6,075) |
| Issuance of restricted stock for employees | 20,230 | 131,495 | - | - | - | - | - | - | 151,725 |
| Balance as of December 31, 2024 | $655,230 | $939,334 | $432,904 | $2,967,859 | $58,123 | $(20,933) | $(123,464) | $(6,075) | $4,902,978 |
| Balance as of January 1, 2025 | $655,230 | $939,334 | $432,904 | $2,967,859 | $58,123 | $(20,933) | $(123,464) | $(6,075) | $4,902,978 |
| Appropriation and distribution of 2024 earnings: | |||||||||
| Legal reserve | - | - | 136,635 | (136,635) | - | - | - | - | - |
| Cash dividends | - | - | - | (719,862) | - | - | - | - | (719,862) |
| Profit for the year ended December 31, 2025 | - | - | - | 2,283,305 | - | - | - | - | 2,283,305 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 53,302 | 17 | - | - | 53,319 |
| Total comprehensive income | - | - | - | 2,283,305 | 53,302 | 17 | - | - | 2,336,624 |
| Capital increase by cash | 63,200 | 4,727,589 | - | - | - | - | - | - | 4,790,789 |
| Share-based payment transactions | - | 33,856 | - | - | - | - | 29,326 | - | 63,182 |
| Treasury shares repurchase | - | - | - | - | - | - | - | (1,050) | (1,050) |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 150 | - | - | - | - | - | - | 150 |
| Balance as of December 31, 2025 | $718,430 | $5,700,929 | $569,539 | $4,394,667 | $111,425 | $(20,916) | $(94,138) | $(7,125) | $11,372,811 |
The accompanying notes are an integral part of the consolidated financial statements.
17
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| Description | 2025 | 2024 |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit from continuing operations before tax | $2,975,822 | $1,764,437 |
| Adjustments for: | ||
| The profit or loss items which did not affect cash flows: | ||
| Depreciation | 173,273 | 177,063 |
| Amortization | 30,809 | 19,383 |
| Expected credit impairment losses | 8,536 | 11,647 |
| Net losses on financial assets or liabilities at fair value through profit or loss | 526 | 4,065 |
| Interest expenses | 15,354 | 17,610 |
| Interest income | (31,516) | (8,801) |
| Dividend income | (4,129) | (7,328) |
| Share-based payment expenses | 63,182 | 20,148 |
| Investment losses accounted for using the equity method | 819 | 567 |
| Gains on disposal of property, plant and equipment | (2,295) | (5,037) |
| (Gains) losses on disposal of other assets | (258) | 42 |
| Unrealized foreign exchange gains | (2,660) | (9,626) |
| Changes in operating assets and liabilities: | ||
| (Increase) decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value | (4,351) | 1,695 |
| Notes receivable | (833,244) | (733,834) |
| Accounts receivable | (715,628) | (328,781) |
| Accounts receivable from related parties | - | 12,591 |
| Other receivables | (4,024) | 2,042 |
| Inventories | (57,865) | (53,078) |
| Prepayments | (46,405) | (4,556) |
| Other current assets | 5,201 | 6,029 |
| Contract liabilities | 42,214 | (3,466) |
| Accounts payable | 1,039,713 | 372,794 |
| Accounts payable to related parties | - | (233) |
| Other payables | 447,336 | 339,120 |
| Provisions | (19,394) | 31,737 |
| Other current liabilities | 21,787 | 16,937 |
| Cash generated from operating activities | 3,102,803 | 1,643,167 |
| Interest received | 32,352 | 9,567 |
| Interest paid | (15,510) | (13,463) |
| Income tax paid | (351,831) | (245,272) |
| Net cash provided by operating activities | 2,767,814 | 1,393,999 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (30,000) | - |
| Proceeds from capital reduction of financial assets at fair value through profit or loss | 1,250 | - |
| Acquisition of financial assets at fair value through profit or loss | (100,000) | - |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,502 | - |
| Acquisition of investments accounted for using the equity method | (119) | - |
| Acquisition of property, plant and equipment | (737,212) | (171,961) |
| Proceeds from disposal of property, plant and equipment | 4,309 | 8,092 |
| Increase in refundable deposits | (5,672) | (31,407) |
| Decrease in refundable deposits | 31,358 | 2,091 |
| Acquisition of intangible assets | (12,975) | (15,047) |
| Increase in other non-current assets | - | (4,006) |
| Decrease in other non-current assets | 88 | - |
| Dividends received | 4,129 | 7,328 |
| Net cash used in investing activities | (843,342) | (204,910) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 2,025,799 | - |
| Decrease in short-term loans | (2,009,036) | (516,666) |
| Repayments of long-term loans | (182,214) | (152,442) |
| Increase in deposits received | 23 | 23,061 |
| Decrease in deposits received | (13,570) | (10,289) |
| Cash payments for the principal portion of the lease liabilities | (47,680) | (45,667) |
| Cash dividends | (719,862) | (360,000) |
| Capital increase by cash | 4,790,789 | 525,000 |
| Cost of treasury shares repurchase | (1,050) | (6,075) |
| Issuance of restricted stocks for employees | - | 151,725 |
| Net cash provided by (used in) financing activities | 3,843,199 | (391,353) |
| Effect of changes in exchange rate on cash and cash equivalents | 66,511 | 93,089 |
| Net increase in cash and cash equivalents | 5,834,182 | 890,825 |
| Cash and cash equivalents at the beginning of the year | 1,873,081 | 982,256 |
| Cash and cash equivalents at the end of the year | $7,707,263 | $1,873,081 |
The accompanying notes are an integral part of the consolidated financial statements.
Attachment III
Independent Auditors' Report
English Translation of a Report Originally Issued in Chinese
To Syntec Technology Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Syntec Technology Co., Ltd. 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 ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the financial statements”).
In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of Syntec Technology Co., Ltd. as of December 31, 2025 and 2024, and its financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of Syntec Technology Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Syntec Technology Co., Ltd. recognized net sales of NT$4,963,856 thousand for the year ended December 31, 2025, which included sales of goods NT$4,955,601 thousand. Sales revenue from controllers and servo products constitutes a major proportion of the net operating revenue. Due to the volume of the transactions and mix of sales models with distributor and direct sales, it is critical for the Company to ensure the appropriateness of revenue recognition, and mitigate the risk of early or fraudulent revenue recognition. Accordingly, we determined the veracity of revenue recognition to be a key audit matter.
Attachment III
Our audit procedures included (but not limited to) assessing the accounting policy for revenue recognition, evaluating and testing the effectiveness of internal control over the design and execution related to the timing of revenue recognition; performing test of details on samples selected from operating revenue details, reviewing the significant terms of the agreements; testing whether revenue recognition met the five steps of revenue recognition and checking against the relevant transaction supporting documents; performing cutoff tests for a period before and after the balance sheet date on a sampling basis to ensure proper cutoff of operating revenue. We also reviewed if there were any significant sales revenue reversals in the subsequent period.
We also considered the appropriateness of the disclosures of operating revenue. Please refer to Note 4 and Note 6 in notes to the consolidated financial statements.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of Syntec Technology Co., Ltd. disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Syntec Technology Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of Syntec Technology Co., Ltd.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
Attachment III
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Syntec Technology Co., Ltd.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of Syntec Technology Co., Ltd. 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 Syntec Technology Co., Ltd. to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the parent company only financial information of the entities or business activities within Syntec Technology Co., Ltd. to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Attachment III
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chiu, Wan-Ju
Hu, Shen-Chieh
Ernst & Young, Taiwan
March 10, 2026
Notice to Readers
-
The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
-
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the standards on auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS
As of December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| ASSETS | Notes | December 31, 2025 | % | December 31, 2024 | % |
|---|---|---|---|---|---|
| Current assets | |||||
| Cash and cash equivalents | 4, 6(1) | $5,361,844 | 38 | $775,294 | 11 |
| Notes receivable, net | 4, 6(4), 6(16) | 4,517 | - | 2,718 | - |
| Accounts receivable, net | 4, 6(5), 6(16) | 35,878 | - | 34,511 | 1 |
| Accounts receivable from related parties, net | 4, 6(5), 6(16), 7 | 1,602,473 | 12 | 1,102,569 | 16 |
| Other receivables | 19,794 | - | 14,137 | - | |
| Other receivables from related parties | 7 | 119 | - | 11,347 | - |
| Inventories, net | 4, ,5, 6(6) | 513,413 | 4 | 441,827 | 6 |
| Prepayments | 21,865 | - | 18,279 | - | |
| Other current assets | 133 | - | 504 | - | |
| Other financial assets-current | 4, 6(1), 8 | 5,991 | - | 5,991 | - |
| Total current assets | 7,566,027 | 54 | 2,407,177 | 34 | |
| Non-current assets | |||||
| Financial assets at fair value through profit or loss-non-current | 4, 6(2) | 143,313 | 1 | 42,240 | 1 |
| Financial assets at fair value through other comprehensive income-non-current | 4, 6(3) | 131,664 | 1 | 101,489 | 2 |
| Investments accounted for using the equity method | 4, 6(7) | 5,415,715 | 38 | 3,564,389 | 51 |
| Property, plant and equipment | 4, 6(8), 7, 8 | 528,693 | 4 | 570,629 | 8 |
| Right-of-use assets | 4, 6(17) | 167,561 | 1 | 151,736 | 2 |
| Intangible assets | 4, 6(9) | 15,884 | - | 11,858 | - |
| Deferred tax assets | 4, 6(21) | 118,218 | 1 | 92,036 | 1 |
| Refundable deposits | 6,065 | - | 5,983 | - | |
| Prepaid investments | 6(7) | - | - | 65,100 | 1 |
| Total non-current assets | 6,527,113 | 46 | 4,605,460 | 66 | |
| Total assets | $14,093,140 | 100 | $7,012,637 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
(continued)
English Translation of Financial Statements Originally Issued in Chinese
Attachment III
SYNTEC TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
As of December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| LIABILITIES AND EQUITY | Notes | December 31, 2025 | % | December 31, 2024 | % |
|---|---|---|---|---|---|
| Current liabilities | |||||
| Contract liabilities-current | 4, 6(15) | $981 | - | $2,402 | - |
| Accounts payable | 425,696 | 3 | 275,782 | 4 | |
| Accounts payable to related parties | 4, 7 | 30,679 | - | 31,255 | 1 |
| Other payables | 7 | 845,405 | 6 | 577,979 | 8 |
| Current tax liabilities | 4, 6(21) | 120,456 | 1 | 87,670 | 1 |
| Provisions-current | 4, 6(11) | 1,790 | - | 1,687 | - |
| Lease liabilities-current | 4, 6(17) | 30,532 | - | 22,598 | - |
| Other current liabilities | 14,520 | - | 11,530 | - | |
| Current portion of long-term loans | 4, 6(10), 8 | 25,000 | - | 70,758 | 1 |
| Total current liabilities | 1,495,059 | 10 | 1,081,661 | 15 | |
| Non-current liabilities | |||||
| Long-term loans | 4, 6(10), 8 | 127,060 | 1 | 263,516 | 4 |
| Provisions-non-current | 4, 6(11) | 834 | - | 1,824 | - |
| Deferred tax liabilities | 4, 6(21) | 952,282 | 7 | 626,044 | 9 |
| Lease liabilities-non-current | 4, 6(17) | 142,786 | 1 | 134,264 | 2 |
| Guarantee deposits | 7 | 2,308 | - | 2,350 | - |
| Total non-current liabilities | 1,225,270 | 9 | 1,027,998 | 15 | |
| Total liabilities | 2,720,329 | 19 | 2,109,659 | 30 | |
| Equity attributable to owners of the parent company | |||||
| Share capital | |||||
| Common stock | 6(13) | 718,430 | 5 | 655,230 | 9 |
| Capital surplus | 4, 6(13), 6(14) | 5,700,929 | 41 | 939,334 | 14 |
| Retained earnings | 6(13) | ||||
| Legal reserve | 569,539 | 4 | 432,904 | 6 | |
| Undistributed earnings | 4,394,667 | 31 | 2,967,859 | 42 | |
| Total retained earnings | 4,964,206 | 35 | 3,400,763 | 48 | |
| Other equity | 4, 6(13), 6(14) | (3,629) | - | (86,274) | (1) |
| Treasury shares | 4, 6(13) | (7,125) | - | (6,075) | - |
| Total equity | 11,372,811 | 81 | 4,902,978 | 70 | |
| Total liabilities and equity | $14,093,140 | 100 | $7,012,637 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars, except for earnings per share)
| Description | Notes | 2025 | % | 2024 | % |
|---|---|---|---|---|---|
| Net sales | 4, 6(15), 7 | $4,963,856 | 100 | $4,069,560 | 100 |
| Operating costs | 4, 6(6), 6(9), 6(12), 6(14), 6(18), 7 | (2,012,187) | (40) | (1,890,764) | (46) |
| Gross profit | 2,951,669 | 60 | 2,178,796 | 54 | |
| Realized (Unrealized) profit from sales | (139,795) | (3) | (151,836) | (4) | |
| Gross profit | 2,811,874 | 57 | 2,026,960 | 50 | |
| Operating expenses | 4, 6(9), 6(12), 6(14), 6(16), 6(18), 7 | ||||
| Selling expenses | (115,899) | (2) | (113,815) | (3) | |
| Administrative expenses | (551,809) | (11) | (414,964) | (10) | |
| Research and development expenses | (968,227) | (20) | (848,929) | (21) | |
| Total operating expenses | (1,635,935) | (33) | (1,377,708) | (34) | |
| Operating income | 1,175,939 | 24 | 649,252 | 16 | |
| Non-operating income and expenses | 4, 6(3), 6(7), 6(19), 7 | ||||
| Interest income | 21,081 | - | 4,994 | - | |
| Other income | 31,679 | 1 | 29,918 | 1 | |
| Other gains and losses | 41,039 | 1 | 64,309 | 1 | |
| Finance costs | (13,483) | - | (15,049) | - | |
| Share of profit of associates accounted for using the equity method | 1,511,753 | 30 | 933,250 | 23 | |
| Total non-operating income and expenses | 1,592,069 | 32 | 1,017,422 | 25 | |
| Net income before income tax | 2,768,008 | 56 | 1,666,674 | 41 | |
| Income tax expense | 4, 6(21) | (484,703) | (10) | (293,843) | (7) |
| Net income | 2,283,305 | 46 | 1,372,831 | 34 | |
| Other comprehensive income | 4, 6(20), 6(21) | ||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Unrealized gains from equity instrument investments measured at fair value through other comprehensive income | 175 | - | 12,343 | - | |
| Unrealized gains from equity instrument investments measured at fair value through other comprehensive income of subsidiaries, associates and joint ventures | (182) | - | (1,992) | - | |
| Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 24 | - | 46 | - | |
| Items that will be reclassified subsequently to profit or loss: | |||||
| Exchange differences resulting from translating the financial statements of foreign operations | 66,628 | 1 | 102,043 | 2 | |
| Income tax related to components of other comprehensive income that will be reclassified to profit or loss | (13,326) | - | (20,328) | - | |
| Other comprehensive income, net of tax | 53,319 | 1 | 92,112 | 2 | |
| Total comprehensive income | $2,336,624 | 47 | $1,464,943 | 36 | |
| Earnings per share (NT$) | |||||
| Basic Earnings Per Share | 6(22) | $35.12 | $22.31 | ||
| Diluted Earnings Per Share | 6(22) | $33.83 | $21.25 |
The accompanying notes are an integral part of the parent company only financial statements.
25
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| Description | Common stock | Capital surplus | Retained earnings | Other equity | Treasury shares | Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Undistributed earnings | Exchange differences resulting from translating the financial statements of foreign operations | Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income | Others | |||||
| Balance as of January 1, 2024 | $600,000 | $174,227 | $388,593 | $1,999,339 | $(23,592) | $(31,330) | $- | $- | $3,107,237 |
| Appropriation and distribution of 2023 earnings: | |||||||||
| Legal reserve | - | - | 44,311 | (44,311) | - | - | - | - | - |
| Cash dividends | - | - | - | (360,000) | - | - | - | - | (360,000) |
| Profit for the year ended December 31, 2024 | - | - | - | 1,372,831 | - | - | - | - | 1,372,831 |
| Other comprehensive income for the year ended December 31, 2024 | - | - | - | - | 81,715 | 10,397 | - | - | 92,112 |
| Total comprehensive income | - | - | - | 1,372,831 | 81,715 | 10,397 | - | - | 1,464,943 |
| Changes in ownership interests in subsidiaries | 35,000 | 490,000 | - | - | - | - | - | - | 525,000 |
| Share-based payment transactions | - | 143,612 | - | - | - | - | (123,464) | - | 20,148 |
| Treasury shares repurchase | - | - | - | - | - | - | - | (6,075) | (6,075) |
| Issuance of restricted stock for employees | 20,230 | 131,495 | - | - | - | - | - | - | 151,725 |
| Balance as of December 31, 2024 | $655,230 | $939,334 | $432,904 | $2,967,859 | $58,123 | $(20,933) | $(123,464) | $(6,075) | $4,902,978 |
| Balance as of January 1, 2025 | $655,230 | $939,334 | $432,904 | $2,967,859 | $58,123 | $(20,933) | $(123,464) | $(6,075) | $4,902,978 |
| Appropriation and distribution of 2024 earnings: | |||||||||
| Legal reserve | - | - | 136,635 | (136,635) | - | - | - | - | - |
| Cash dividends | - | - | - | (719,862) | - | - | - | - | (719,862) |
| Profit for the year ended December 31, 2025 | - | - | - | 2,283,305 | - | - | - | - | 2,283,305 |
| Other comprehensive income for the year ended December 31, 2025 | - | - | - | - | 53,302 | 17 | - | - | 53,319 |
| Total comprehensive income | - | - | - | 2,283,305 | 53,302 | 17 | - | - | 2,336,624 |
| Capital increase by cash | 63,200 | 4,727,589 | - | - | - | - | - | - | 4,790,789 |
| Share-based payment transactions | - | 33,856 | - | - | - | - | 29,326 | - | 63,182 |
| Treasury shares repurchase | - | - | - | - | - | - | - | (1,050) | (1,050) |
| Changes in equity of associates and joint ventures accounted for using equity method | - | 150 | - | - | - | - | - | - | 150 |
| Balance as of December 31, 2025 | $718,430 | $5,700,929 | $569,539 | $4,394,667 | $111,425 | $(20,916) | $(94,138) | $(7,125) | $11,372,811 |
The accompanying notes are an integral part of the parent company only financial statements.
Attachment III
English Translation of Financial Statements Originally Issued in Chinese
SYNTEC TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025 and 2024
(Amounts in thousands of New Taiwan Dollars)
| Description | 2025 | 2024 |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit from continuing operations before tax | $2,768,008 | $1,666,674 |
| Adjustments for: | ||
| The profit or loss items which did not affect cash flows: | ||
| Depreciation | 99,824 | 100,840 |
| Amortization | 6,653 | 4,765 |
| Net losses on financial assets or liabilities at fair value through profit or loss | 526 | 4,065 |
| Interest expense | 13,483 | 15,049 |
| Interest income | (21,081) | (4,994) |
| Dividend income | (4,129) | (7,328) |
| Share-based payment expenses | 63,182 | 20,148 |
| Investment losses accounted for using the equity method | (1,511,753) | (933,250) |
| Losses (gains) on disposal of property, plant and equipment | 31 | (3,263) |
| Change in realized (unrealized) profit from sales | 139,795 | 151,836 |
| Changes in operating assets and liabilities: | ||
| (Increase) decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value | (4,351) | 1,695 |
| Notes receivable | (1,799) | (556) |
| Accounts receivable | (1,367) | (5,844) |
| Accounts receivable from related parties | (499,904) | (219,026) |
| Other receivables | (5,657) | (193) |
| Other receivables from related parties | 11,258 | 27,264 |
| Inventories | (71,586) | 72,853 |
| Prepayments | (3,586) | (14,346) |
| Other current assets | 371 | 8,780 |
| Contract liabilities | (1,421) | 1,800 |
| Accounts payable | 149,914 | (177,474) |
| Accounts payable to related parties | (576) | 6,729 |
| Other payables | 267,811 | 209,393 |
| Provisions | (887) | (180) |
| Other current liabilities | 2,990 | 1,215 |
| Cash generated from operating activities | 1,395,749 | 926,652 |
| Interest received | 21,032 | 6,582 |
| Interest paid | (13,869) | (13,899) |
| Income tax paid | (165,187) | (113,373) |
| Net cash provided by operating activities | 1,237,725 | 805,962 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (30,000) | - |
| Proceeds from capital reduction of financial assets at fair value through profit or loss | 1,250 | - |
| Acquisition of financial assets at fair value through profit or loss | (100,000) | - |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,502 | - |
| Acquisition of investments accounted for using the equity method | (412,747) | (84,300) |
| Increase in prepaid investments | - | (65,100) |
| Decrease in prepaid investments | 65,100 | - |
| Acquisition of property, plant and equipment | (27,722) | (12,455) |
| Proceeds from disposal of property, plant and equipment | - | 4,912 |
| Increase in refundable deposits | (253) | (226) |
| Decrease in refundable deposits | 171 | 536 |
| Acquisition of intangible assets | (10,679) | (10,711) |
| Dividend received | 4,129 | 7,328 |
| Net cash used in investing activities | (509,249) | (160,016) |
| Cash flows from financing activities: | ||
| Increase in short-term loans | 1,950,000 | 1,280,000 |
| Decrease in short-term loans | (1,950,000) | (1,750,000) |
| Repayments of long-term loans | (182,214) | (125,157) |
| Increase in deposits received | - | 1,891 |
| Decrease in deposits received | (42) | (30) |
| Cash payments for the principal portion of the lease liabilities | (29,547) | (28,379) |
| Cash dividends | (719,862) | (360,000) |
| Capital increase by cash | 4,790,789 | 525,000 |
| Cost of treasury shares repurchase | (1,050) | (6,075) |
| Issuance of restricted stock for employees | - | 151,725 |
| Net cash used in financing activities | 3,858,074 | (317,100) |
| Net increase in cash and cash equivalents | 4,586,550 | 334,921 |
| Cash and cash equivalents at the beginning of the year | 775,294 | 440,373 |
| Cash and cash equivalents at the end of the year | $5,361,844 | $775,294 |
The accompanying notes are an integral part of the parent company only financial statements.
27
Attachment IV
SYNTEC TECHNOLOGY CO., LTD.
2025 Statement of Earnings Distribution
Unit: NT$
| Item | Amount |
|---|---|
| Beginning balance available for distribution | 2,111,361,775 |
| Add: Net profit for the current period | 2,283,305,160 |
| Less: Appropriation of legal reserve (10%) | (228,330,516) |
| Earnings available for distribution for the current period | 4,166,336,419 |
| Less: Distribution items | |
| Shareholders’ dividends (cash dividend of NT$16 per share) | (1,147,968,000) |
| Ending undistributed earnings | 3,018,368,419 |
Note:
1. Priority shall be given to the distribution of 2025 earnings.
2. The cash dividend for this earnings distribution shall be calculated to the nearest dollar, with amounts less than one dollar discarded. The aggregate of fractional amounts less than one dollar shall be adjusted in descending order of decimal value and in ascending order of account number until the total amount of this cash dividend distribution is achieved.
3. Subsequently, if any change in the Company’s share capital affects the number of outstanding shares, resulting in a change in the cash dividend distribution ratio requiring adjustment, the Chairman is authorized to handle such adjustments in full.
Chairman: Tsai, You-Kung
General Manager: Tsai, You-Kung
CFO: Lin Tung-Hsu
Attachment V
Details of Removal of Directors' Non-Competition Restrictions
| Position | Name | Current Concurrent Positions in Other Companies |
|---|---|---|
| Director | Tsai, You-Kung | Director, Tansimo Robotic Manufacturing Inc. |
| Independent Director | Chen, Tien-Shun | Director (Legal Representative), Alife International Holding Co., Ltd. |
| Independent Director | Yao, Ter-Chang | Director (Institutional Representative), U.D. Electronic Corp. |
| Director (Institutional Representative), Ledlink Optics, Inc. | ||
| Independent Director | Kuo, Keng-Tsung | Digital Doctor Pvt. Ltd. CEO |
| Independent Director, Dixon Technologies Ltd. |
Appendix I
SYNTEC TECHNOLOGY CO., LTD.
Rules of Procedure for Shareholders Meetings
Article 1
To establish a sound governance system for the Company's shareholders' meetings, strengthen supervisory functions, and enhance management functions, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2
Unless otherwise provided by laws or regulations or the Articles of Incorporation, the rules of procedure of the Company's shareholders' meetings shall be governed by these Rules.
Article 3
Unless otherwise provided by laws or regulations, the Company's shareholders' meetings shall be convened by the Board of Directors.
Where the Company convenes a virtual shareholders' meeting, unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, such method shall be expressly stipulated in the Articles of Incorporation and resolved by the Board of Directors. A virtual shareholders' meeting shall be convened only upon a resolution adopted by the Board of Directors with the attendance of at least two-thirds of the directors and the approval of a majority of the directors present.
Any change to the method of convening the Company's shareholders' meeting shall be resolved by the Board of Directors and made no later than the date of dispatch of the notice of shareholders' meeting.
The Company shall, no later than 30 days before the date of a regular shareholders' meeting or 15 days before the date of a special shareholders' meeting, prepare electronic files of the notice of shareholders' meeting, proxy forms, the subjects and explanatory materials for each proposal for ratification, matters for discussion, election or dismissal of directors, and other agenda items, and upload them to the Market Observation Post System. The Company shall also, no later than 21 days before the date of a regular shareholders' meeting or 15 days before the date of a special shareholders' meeting, prepare electronic files of the shareholders' meeting handbook and supplementary meeting materials and upload them to the Market Observation Post System. However, where the Company's paid-in capital reaches NT$10 billion or more as of the last day of the most recent fiscal year, or where the combined shareholding ratio of foreign and mainland Chinese shareholders as recorded in the shareholders' register for the most recent regular shareholders' meeting reaches 30% or more, the Company shall complete the foregoing electronic filing no later than 30 days before the date of the regular shareholders' meeting. The Company shall prepare the shareholders' meeting handbook and supplementary meeting materials 15 days
Appendix I
before the shareholders' meeting and make them available for shareholders' review at any time, and shall also place them at the Company and the professional shareholder services agent engaged by the Company.
On the date of the shareholders' meeting, the Company shall provide the shareholders' meeting handbook and supplementary meeting materials referred to in the preceding paragraph to shareholders in the following manner:
- Where a physical shareholders' meeting is convened, such materials shall be distributed at the meeting venue.
- Where a hybrid shareholders' meeting is convened, such materials shall be distributed at the meeting venue and transmitted electronically to the virtual meeting platform.
- Where a virtual shareholders' meeting is convened, such materials shall be transmitted electronically to the virtual meeting platform.
The notice and public announcement shall specify the reasons for convening the meeting; with the consent of the recipient, the notice may be made electronically.
The election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for cessation of public offering, approval of directors' engagement in competitive business, capitalization of earnings, capitalization of reserves, dissolution, merger, demerger, or matters set forth in any subparagraph of Article 185, Paragraph 1 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, Article 56-1, and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the meeting, together with the principal content thereof, and shall not be proposed by way of an extraordinary motion.
Where the reasons for convening a shareholders' meeting specify a full re-election of directors and state the date of assumption of office, after such re-election has been completed at that meeting, the date of assumption of office may not be changed at the same meeting by way of an extraordinary motion or otherwise.
A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one proposal shall be submitted; where more than one proposal is submitted, none shall be included in the agenda. If a shareholder proposal falls under any of the circumstances set forth in any subparagraph of Article 172-1, Paragraph 4 of the Company Act, the Board of Directors may exclude such proposal from the agenda.
A shareholder may submit an advisory proposal urging the Company to promote public interests or fulfill its social responsibilities. Procedurally, such proposal shall also be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Act; where more than one proposal is submitted, none shall be included in the agenda.
The Company shall, prior to the book closure date before the regular shareholders' meeting, publicly announce the acceptance of shareholder proposals, the methods of acceptance (in writing
Appendix I
or by electronic means), the place for acceptance, and the period for acceptance; the acceptance period shall be no less than 10 days.
A shareholder proposal shall be limited to 300 words; any proposal exceeding 300 words shall not be included in the agenda. The shareholder making the proposal shall attend the regular shareholders' meeting in person or by proxy and participate in the discussion of that proposal.
The Company shall notify the shareholder making the proposal of the handling result before the date of dispatch of the notice of shareholders' meeting, and shall include in the meeting notice the proposals that conform to the requirements of this Article. For shareholder proposals not included in the agenda, the Board of Directors shall explain at the shareholders' meeting the reasons for not including them.
Article 4 (Proxy Attendance at Shareholders’ Meetings)
A shareholder may issue a proxy form printed by the Company for each shareholders’ meeting, specifying the scope of authorization and appointing a proxy to attend the shareholders’ meeting. A shareholder may issue only one proxy form and appoint only one proxy. The proxy form shall be delivered to the Company no later than 5 days before the date of the shareholders’ meeting. If duplicate proxy forms are received, the first one received shall prevail. However, this shall not apply where the prior proxy is expressly revoked.
After a proxy form has been delivered to the Company, if the shareholder wishes to attend the shareholders’ meeting in person or exercise voting rights in writing or by electronic means, a written notice of revocation of the proxy shall be submitted to the Company no later than 2 days before the date of the shareholders’ meeting. If the revocation is submitted after this deadline, the voting rights exercised by the proxy attending the meeting shall prevail.
After a proxy form has been delivered to the Company, if the shareholder wishes to attend the shareholders’ meeting by virtual means, a written notice of revocation of proxy shall be submitted to the Company no later than 2 days before the date of the shareholders’ meeting; if the revocation is overdue, the voting rights exercised by the proxy attending the meeting shall prevail.
Article 5 (Principles Governing the Place and Time of Shareholders’ Meetings)
The place of a shareholders’ meeting shall be at the location where the Company is situated or at a place convenient for shareholders to attend and suitable for convening shareholders’ meetings. The meeting shall not begin earlier than 9:00 a.m. or later than 3:00 p.m. The place and time of the meeting shall be determined with full consideration of the opinions of the independent directors.
Where the Company convenes a virtual shareholders’ meeting, the restriction on the place of meeting in the preceding paragraph shall not apply.
Article 6 (Preparation of Sign-in Book and Other Documents)
Appendix I
The Company shall specify in the notice of shareholders’ meeting the time and place for registration of shareholders, solicitors, and proxies (hereinafter collectively referred to as “shareholders”), and other matters requiring attention.
The registration time for shareholders referred to in the preceding paragraph shall commence at least 30 minutes before the start of the meeting. The registration area shall be clearly marked and staffed with sufficient, competent personnel. For a virtual shareholders’ meeting, registration shall be accepted on the virtual meeting platform beginning 30 minutes before the start of the meeting. Shareholders who complete registration shall be deemed to have attended the shareholders’ meeting in person.
A shareholder shall attend the shareholders’ meeting with an attendance card, sign-in card, or other attendance document. The Company may not arbitrarily impose additional documentation requirements on shareholders for attendance. A solicitor soliciting proxy forms shall also carry identification documents for verification.
The Company shall prepare a sign-in book for shareholders attending the meeting to sign, or attending shareholders may submit sign-in cards in lieu of signing.
The Company shall furnish attending shareholders with the shareholders’ meeting handbook, annual report, attendance card, speaking slips, voting ballots, and other meeting materials. Where directors are to be elected, separate election ballots shall also be furnished.
Where the shareholder is the government or a juristic person, more than one representative may attend the shareholders’ meeting. Where a juristic person is entrusted to attend a shareholders’ meeting, it may appoint only one representative to attend.
Where a shareholders’ meeting is convened by virtual means, a shareholder intending to attend virtually shall register with the Company no later than 2 days before the date of the shareholders’ meeting.
Where a shareholders’ meeting is convened by virtual means, the Company shall upload the shareholders’ meeting handbook, annual report, and other relevant materials to the virtual meeting platform at least 30 minutes before the start of the meeting and shall continue disclosing the same until the meeting concludes.
Article 6-1 (Matters to Be Stated in the Notice for a Virtual Shareholders’ Meeting)
Where the Company convenes a virtual shareholders’ meeting, the notice of shareholders’ meeting shall state the following matters:
I. The methods by which shareholders participate in the virtual meeting and exercise their rights.
II. The handling method for obstacles arising from the virtual meeting platform or virtual participation due to natural disasters, accidents, or other force majeure events, including at least the following:
(1) The time during which the aforementioned obstacles persist and cannot be resolved,
Appendix I
requiring the meeting to be postponed or continued, as well as the date of the postponed or continued meeting, if postponement or continuation is necessary.
(2) Shareholders who did not register to participate virtually in the original shareholders' meeting may not participate in the postponed or continued meeting.
(3) Where a hybrid shareholders' meeting is convened and the virtual meeting cannot continue, if, after deducting the shares represented by shareholders attending virtually, the total number of shares represented by shareholders present still reaches the statutory quorum for the shareholders' meeting, the shareholders' meeting shall continue. The shares represented by shareholders attending virtually shall be included in the total number of shares represented by shareholders present, and such shareholders shall be deemed to have abstained from voting on all proposals at that shareholders' meeting.
(4) The handling method where the results for all proposals have been announced and no extraordinary motion has been made.
III. Where a virtual shareholders' meeting is convened, appropriate alternative measures provided for shareholders who have difficulty attending by virtual means shall be stated. Except under the circumstances provided in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and shall specify the period during which shareholders may apply to the Company and other matters requiring attention.
Article 7 (Chairperson and Attendees of Shareholders' Meeting)
Where a shareholders' meeting is convened by the Board of Directors, the Chairperson shall be the Chairman of the Board. Where the Chairman is on leave or unable to exercise his or her powers for any reason, the Vice Chairman shall act on his or her behalf. Where there is no Vice Chairman, or the Vice Chairman is also on leave or unable to exercise his or her powers for any reason, the Chairman shall designate one managing director to act on his or her behalf. Where there is no managing director, one director shall be designated to act on his or her behalf. If the Chairman does not designate a representative, the managing directors or directors shall elect one among themselves to act as chairperson.
Where the chairperson referred to in the preceding paragraph is a managing director or a director, such person shall have held office for more than six months and understand the Company's financial and business conditions. The same shall apply where the chairperson is the representative of a corporate director.
Where a shareholders' meeting is convened by the Board of Directors, the Chairman should personally preside over the meeting, a majority of the directors of the Board and at least one representative of each type of functional committee should attend, and the attendance status shall be recorded in the minutes of the shareholders' meeting.
Appendix I
Where a shareholders' meeting is convened by a person with convening authority other than the Board of Directors, the chairperson shall be such convener. Where there are two or more conveners, they shall elect one among themselves to act as chairperson.
The Company may designate its retained attorneys, accountants, or related personnel to attend the shareholders' meeting.
Article 8 (Preservation of Audio or Video Recordings of the Shareholders' Meeting)
The Company shall make an uninterrupted audio and video recording of the entire process of shareholder registration, meeting proceedings, and vote counting from the time shareholder registration is accepted.
The audio and video materials referred to in the preceding paragraph shall be retained for at least one year. However, where a shareholder institutes an action pursuant to Article 189 of the Company Act, such materials shall be retained until the conclusion of the litigation.
Where a shareholders' meeting is convened by virtual means, the Company shall retain records of shareholder registration, sign-in, check-in, questions raised, voting, and the Company's vote counting results, and shall make an uninterrupted audio and video recording of the entire virtual meeting.
The Company shall properly retain the records and audio/video recordings referred to in the preceding paragraph during its existence and shall provide the audio/video recordings to the party entrusted with handling the virtual meeting affairs for retention.
Where a shareholders' meeting is convened by virtual means, the Company should make an audio and video recording of the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at shareholders' meetings shall be calculated based on shares. The number of shares represented by shareholders present shall be calculated based on the sign-in book, sign-in cards submitted, and the number of shares represented by check-in on the virtual meeting platform, plus the number of shares for which voting rights are exercised in writing or by electronic means.
At the scheduled meeting time, the chairperson shall call the meeting to order and simultaneously announce the number of shares without voting rights and the number of shares represented by shareholders present.
However, if the shareholders present do not represent a majority of the total number of issued shares, the chairperson may announce a postponement of the meeting, provided that the postponement is limited to two times in total and the total postponed time does not exceed one hour. If after two postponements the number of shares represented by shareholders present is still less than one-third of the total number of issued shares, the chairperson shall declare the meeting adjourned; where the shareholders' meeting is convened by virtual means, the Company shall also announce such adjournment on the virtual meeting platform.
Appendix I
If, after two postponements, the quorum is still insufficient but the shareholders present represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act. Notice of the tentative resolution shall be given to all shareholders, and another shareholders' meeting shall be convened within one month. When the shareholders' meeting is convened by virtual means, a shareholder intending to attend virtually shall register again with the Company pursuant to Article 6.
If before the close of the meeting the shares represented by shareholders present reach a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution to the shareholders' meeting for voting in accordance with Article 174 of the Company Act.
Article 10
Where a shareholders' meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors, and each proposal, including extraordinary motions and amendments to original proposals, shall be voted on item by item. The meeting shall proceed in accordance with the scheduled agenda, which may not be changed without a resolution of the shareholders' meeting.
Where a shareholders' meeting is convened by a person with convening authority other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
Before the scheduled agenda set forth in the preceding two paragraphs, including extraordinary motions, is concluded, the chairperson may not unilaterally declare the meeting adjourned without a resolution. If the chairperson adjourns the meeting in violation of the Rules of Procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing one person as chairperson in accordance with statutory procedures, with the approval of a majority of the voting rights represented by the shareholders present, and continue the meeting. The chairperson shall provide ample opportunity for explanation and discussion of each proposal, as well as of amendments or extraordinary motions proposed by shareholders. When the chairperson considers that a proposal has been discussed sufficiently to proceed to a vote, they may announce the cessation of discussion, submit the matter for voting, and allocate sufficient time for voting.
Article 11 (Shareholder Speech)
Before speaking, an attending shareholder shall complete a speaking slip specifying the gist of the speech, shareholder account number (or attendance card number), and account name, and the chairperson shall determine the order of speaking. A shareholder present who has submitted a speaking slip but does not actually speak shall be deemed not to have spoken. If the content of a speech is inconsistent with the record on the speaking slip, the actual content of the speech shall prevail. Unless otherwise permitted by the chairperson, each shareholder may speak no more than twice on the same proposal, and each speech may not exceed five minutes. However, where the
Appendix I
shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may stop the speech. While a shareholder is speaking, other shareholders may not interfere with the speech unless they have obtained the consent of both the chairperson and the speaking shareholder; the chairperson shall stop any violation. Where a corporate shareholder designates two or more representatives to attend the shareholders' meeting, only one representative may speak on the same proposal. After an attending shareholder has spoken, the chairperson may respond in person or designate a relevant person to respond. Where a shareholders' meeting is convened by virtual means, a shareholder attending virtually may, after the chairperson calls the meeting to order and before the chairperson declares the meeting adjourned, raise questions in writing on the virtual meeting platform. Each shareholder may raise questions no more than twice on each proposal, and each question shall be limited to 200 words. Paragraphs 1 through 5 shall not apply. If the questions referred to in the preceding paragraph do not violate the rules or exceed the scope of the proposal, such questions should be disclosed on the virtual meeting platform for general information.
Article 12 (Calculation of Voting Shares and Recusal System)
Voting at a shareholders' meeting shall be calculated based on shares.
For resolutions at a shareholders' meeting, the number of shares held by shareholders without voting rights shall not be counted in the total number of issued shares.
A shareholder who has a personal interest in a matter under discussion at the meeting that may impair the interests of the Company may not participate in the voting on that matter and may not exercise voting rights as proxy for another shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be counted in the number of voting rights represented by shareholders present. Except for trust enterprises or shareholder service agents approved by the securities authority, where one person is concurrently appointed by two or more shareholders as a proxy, the voting rights represented by that proxy may not exceed 3% of the total voting rights of the issued shares; any voting rights in excess thereof shall not be counted.
Article 13
Each shareholder shall be entitled to one voting right for each share held, except for shares that are restricted or have no voting rights under Article 179, Paragraph 2 of the Company Act.
When the Company convenes a shareholders' meeting, it shall adopt electronic voting and may adopt voting in writing; where voting rights are exercised in writing or by electronic means, the method of exercise shall be specified in the notice of shareholders' meeting. A shareholder exercising voting rights in writing or by electronic means shall be deemed to have attended the shareholders' meeting in person. However, with respect to extraordinary motions and amendments to original proposals at that shareholders' meeting, such shareholder shall be deemed
Appendix I
to have abstained; accordingly, the Company should avoid proposing extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights in writing or by electronic means under the preceding paragraph shall deliver such expression of intent to the Company no later than 2 days before the date of the shareholders' meeting. Where duplicate expressions of intent are received, the earliest one received shall prevail. However, this shall not apply where a prior expression of intent is revoked.
After a shareholder has exercised voting rights in writing or by electronic means, if the shareholder wishes to attend the shareholders' meeting in person or virtually, the shareholder shall revoke the expression of intent in the same manner as the original exercise of voting rights no later than 2 days before the date of the shareholders' meeting. If the revocation is overdue, the voting rights exercised in writing or by electronic means shall prevail. Where a shareholder has exercised voting rights in writing or by electronic means and has also appointed a proxy by proxy form to attend the shareholders' meeting, the voting rights exercised by the proxy at the meeting shall prevail.
Except as otherwise provided in the Company Act and the Company's Articles of Incorporation, a proposal shall be adopted with the approval of a majority of the voting rights represented by the shareholders present. At the time of voting, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the shareholders present, after which the shareholders shall proceed to vote on each proposal, item by item. On the same day that the shareholders' meeting is convened, the Company shall enter into the Market Observation Post System the results of shareholders' approval, disapproval, and abstention.
Where there is an amendment or substitute proposal to the same proposal, the chairperson shall determine the order of voting together with the original proposal. If one of the proposals is adopted, the other proposals shall be deemed rejected and no further voting shall be required.
Scrutineers and vote counting personnel for proposal voting shall be designated by the chairperson, provided that the scrutineers shall be shareholders.
Vote counting for proposals or election matters at a shareholders' meeting shall be conducted openly at the meeting venue, and upon completion of vote counting, the results, including the statistical voting weights, shall be announced on-site and recorded.
Where the Company convenes a virtual shareholders' meeting, shareholders attending virtually shall, after the chairperson calls the meeting to order, vote on each proposal and election matter through the virtual meeting platform and complete voting before the chairperson announces the close of voting; those failing to do so within the time limit shall be deemed to have abstained.
Where a shareholders' meeting is convened by virtual means, votes shall be counted once after the chairperson announces the close of voting, and the voting and election results shall be announced.
Where the Company convenes a hybrid shareholders' meeting, shareholders who have registered
38
Appendix I
to attend virtually pursuant to Article 6 and wish to attend the physical shareholders' meeting in person shall revoke such registration in the same manner as the original registration no later than 2 days before the date of the shareholders' meeting. If the revocation is overdue, the shareholder may only attend the shareholders' meeting by virtual means.
A shareholder who has exercised voting rights in writing or by electronic means and has not revoked such expression of intent, but attends the shareholders' meeting by virtual means, may not exercise voting rights again on the original proposals, propose amendments to the original proposals, or exercise voting rights on amendments to the original proposals, except with respect to extraordinary motions.
Article 14
Where directors are elected at a shareholders' meeting, the election shall be conducted in accordance with the relevant election rules prescribed by the Company, and the results of the election shall be announced on-site, including the names of the elected directors and the number of votes with which they were elected, as well as the names of unelected directors and supervisors and the number of votes obtained by each. The election ballots for the election matters referred to in the preceding paragraph shall be sealed and signed by the scrutineers and properly retained for at least one year. However, where a shareholder institutes an action pursuant to Article 189 of the Company Act, such ballots shall be retained until the conclusion of the litigation.
Article 15
The matters resolved at a shareholders' meeting shall be recorded in the minutes, which shall be signed or affixed with the seal of the chairperson and distributed to all shareholders within 20 days after the meeting. The minutes may be prepared and distributed electronically.
The distribution of the minutes referred to in the preceding paragraph may be affected by means of public announcement on the Market Observation Post System.
The minutes shall accurately record the year, month, date, and place of the meeting, the name of the chairperson, the method of resolution, the summary of the proceedings, and the voting results (including the statistical voting weights). Where directors are elected, the voting weights received by each candidate shall also be disclosed. The minutes shall be permanently retained during the existence of the Company.
Where a shareholders' meeting is convened by virtual means, in addition to the matters required to be recorded under the preceding paragraph, the minutes shall also record the start and end times of the shareholders' meeting, the method of convening the meeting, the names of the chairperson and minute taker, and the handling method and circumstances where obstacles arise on the virtual meeting platform or in virtual participation due to natural disasters, accidents, or other force majeure events.
Where the Company convenes a virtual shareholders' meeting, in addition to complying with the
Appendix I
preceding paragraph, it shall also specify in the minutes the alternative measures provided to shareholders having difficulty attending the shareholders' meeting by virtual means.
Article 16 (Public Announcement)
The number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting in writing or by electronic means shall be compiled by the Company into a statistical table in the prescribed format and prominently displayed at the shareholders' meeting venue on the date of the meeting. Where a shareholders' meeting is convened by virtual means, the Company shall upload the foregoing information to the virtual meeting platform at least 30 minutes before the start of the meeting and continue to disclose it until the meeting concludes.
Where the Company convenes a virtual shareholders' meeting, at the time the chairperson calls the meeting to order, the total number of shares represented by shareholders present shall be disclosed on the virtual meeting platform. The same shall apply where, during the meeting, another statistical count is made of the total number of shares represented by shareholders present and voting rights.
Where any resolution at the shareholders' meeting constitutes material information required by laws and regulations or by the Taiwan Stock Exchange Corporation (Taipei Exchange), the Company shall upload the content to the Market Observation Post System within the prescribed time period.
Article 17 (Maintenance of Order at the Meeting Venue)
Staff handling the affairs of the shareholders' meeting shall wear identification badges or armbands.
The chairperson may direct ushers or security personnel to assist in maintaining order at the meeting venue. Where ushers or security personnel assist in maintaining order at the venue, they shall wear armbands or identification badges bearing the words "Usher."
Where the meeting venue is equipped with amplification equipment, if a shareholder speaks using equipment other than that provided by the Company, the chairperson may stop such shareholder from speaking.
Where a shareholder violates the Rules of Procedure and refuses to comply with the chairperson's correction, thereby obstructing the progress of the meeting, and continues such conduct after being stopped, the chairperson may direct ushers or security personnel to ask the shareholder to leave the venue.
Article 18 (Recess and Resumption of Meeting)
During the meeting, the chairperson may announce a recess at an appropriate time. In the event of force majeure, the chairperson may rule to suspend the meeting temporarily and announce the
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time for resumption depending on the circumstances.
Where the scheduled venue of the shareholders' meeting becomes unavailable before the agenda, including extraordinary motions, is concluded, the shareholders' meeting may resolve to continue the meeting at another venue.
The shareholders' meeting may resolve to postpone or continue the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of Information in Virtual Meetings)
Where a shareholders' meeting is convened by virtual means, after the close of voting, the Company shall immediately disclose the voting results and election results of each proposal on the virtual meeting platform in accordance with regulations, and shall continue such disclosure for at least 15 minutes after the chairperson announces the adjournment.
Article 20 (Location of Chairperson and Minute Taker for Virtual Shareholders' Meeting)
Where the Company convenes a virtual shareholders' meeting, the chairperson and minute taker shall be at the same location within the territory of the Republic of China, and the chairperson shall announce the address of such location when the meeting is called to order.
Article 21 (Handling of Disconnection)
Where a shareholders' meeting is convened by virtual means, the Company may provide shareholders with a simple pre-meeting connection test and provide immediate relevant services before and during the meeting to assist in handling technical communication issues.
Where a shareholders' meeting is convened by virtual means, the chairperson shall, upon announcing the commencement of the meeting, additionally announce that, except under circumstances where postponement or continuation of the meeting is not required under Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if due to natural disasters, accidents, or other force majeure events, the virtual meeting platform or virtual participation is obstructed for 30 minutes or more before the chairperson announces adjournment, the meeting shall be postponed or continued within 5 days, and Article 182 of the Company Act shall not apply.
Where the meeting is to be postponed or continued under the preceding paragraph, shareholders who did not register to participate virtually in the original shareholders' meeting may not participate in the postponed or continued meeting.
Where the meeting is to be postponed or continued under Paragraph 2, for shareholders who registered to participate virtually in the original shareholders' meeting and completed check-in but did not participate in the postponed or continued meeting, the number of shares represented by them at the original shareholders' meeting and the voting rights and election rights already exercised shall be counted in the total number of shares represented, voting rights, and election
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rights of shareholders present at the postponed or continued meeting.
Where the shareholders' meeting is postponed or continued under Paragraph 2, proposals for which voting and counting have been completed and the voting results or the list of elected directors has been announced need not be rediscussed or re-resolved.
Where the Company convenes a hybrid shareholders' meeting and the virtual meeting cannot continue under the circumstances described in Paragraph 2, if, after deducting the shares represented by shareholders attending virtually, the total number of shares represented by shareholders present still reaches the statutory quorum for the shareholders' meeting, the shareholders' meeting shall continue and need not be postponed or continued under Paragraph 2. Where the meeting continues under the preceding paragraph, the shares represented by shareholders attending virtually shall be counted in the total number of shares represented by shareholders present; however, such shareholders shall be deemed to have abstained from voting on all proposals at that shareholders' meeting.
Where the Company postpones or continues the meeting under Paragraph 2, it shall complete the relevant preparatory procedures in accordance with Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, based on the original date of the shareholders' meeting and in accordance with the requirements of each applicable provision.
For the periods prescribed in the latter part of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2; Article 44-15; and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle a shareholders' meeting that is postponed or continued under Paragraph 2 in accordance with the date of such postponed or continued meeting.
Article 22
Where the Company convenes a virtual shareholders' meeting, it shall provide appropriate alternative measures to shareholders who have difficulty attending the shareholders' meeting by virtual means. Except under the circumstances provided in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and shall specify the period during which shareholders may apply to the Company and other matters requiring attention.
Article 23
These Rules shall take effect after approval by the shareholders' meeting; the same shall apply to any amendments hereto.
Appendix I
Article 24
These Rules were adopted on January 25, 2024.
First amended on July 30, 2024.
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Appendix II
SYNTEC TECHNOLOGY CO., LTD.
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is incorporated in accordance with the Company Act and is named Syntec Technology Co., Ltd.
Article 2:
The Company's scope of business is as follows:
(I) CB01010 Mechanical Equipment Manufacturing.
(II) CC01080 Electronic Components Manufacturing.
(III) CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
(IV) CC01110 Computer and Peripheral Equipment Manufacturing.
(V) CE01030 Optical Instruments Manufacturing.
(VI) E603050 Automatic Control Equipment Engineering.
(VII) F113010 Wholesale of Machinery (operation outside of the park only).
(VIII) F113030 Wholesale of Precision Instruments (operation outside of the park only).
(IX) F401010 International Trade.
(X) I301010 Information Software Services.
(XI) I301030 Electronic Information Supply Services.
Research, design, development, manufacturing, and sale of the following products:
(I) PC-based Computer Numerical Controller servo product, laser product, and related electronics components.
(II) CNC controller system software, PLC software, servo drive software, frequency converter software, sensor software, laser controller software, cloud application software, and intelligent manufacturing software.
(III) Import and export business of the above mentioned items.
Article 2-1: The Company may, as required by business needs, provide endorsements and guarantees in accordance with the Company's "Regulations Governing Endorsements and Guarantees."
Article 3: The Company has its head office in the Hsinchu Science Park and may, when necessary and upon resolution of the Board of Directors, establish branches domestically and abroad.
Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5: The total capital of the Company is NT$1,000,000,000, divided into 100,000,000 shares with a par value of NT$10 per share, to be issued in installments. Out of the foregoing total capital, NT$100,000,000, divided into 10,000,000 shares, is reserved for issuance of employee stock options.
Article 6: When the Company transfers treasury shares to employees, issues employee stock options, reserves 10% to 15% of newly issued shares for employee subscription, or issues restricted employee shares in accordance with the Company Act or the regulations of the competent securities authority, the employees receiving such shares may include employees of controlling or subordinate companies who meet certain conditions set by the Board of Directors.
Article 7: The Company shall issue registered shares, which shall be signed or sealed by directors representing the Company and issued upon certification in accordance with the law. The Company's shares may be issued in scripless form and shall be registered with a centralized
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securities depository institution.
Article 8: Changes to entries in the shareholders’ register shall be handled in accordance with Article 165 of the Company Act. The Company’s shareholder services shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies.”
Chapter 3 Shareholders’ Meetings
Article 9: Shareholders’ meetings are divided into regular meetings and special meetings. The regular meeting shall be convened once annually by the Board of Directors within six months after the close of each fiscal year in accordance with the law. Special meetings shall be convened as necessary in accordance with the law.
Article 9-1: The Company’s shareholders’ meetings may be held by video conference or other methods announced by the central competent authority. Where held by video conference, shareholders participating via video conference shall be deemed to have attended in person. The Company shall include electronic voting as one of the methods for exercising voting rights at shareholders’ meetings. Shareholders who exercise voting rights electronically shall be deemed to have attended in person. However, with respect to extraordinary motions and amendments to original proposals at that shareholders’ meeting, such shareholders shall be deemed to have abstained.
Article 10: Where a shareholder is unable to attend a shareholders’ meeting for any reason, unless otherwise provided in Article 177 of the Company Act, such shareholder shall act in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.”
Article 11: Each shareholder shall have one voting right per share held, except where voting rights are restricted or not granted in accordance with the Company Act.
Article 12: Unless otherwise provided in the Company Act, resolutions of a shareholders’ meeting shall be adopted with the attendance of shareholders representing more than one-half of the total number of issued shares and the approval of a majority of the voting rights represented by the shareholders present. Resolutions of the shareholders’ meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.
Chapter 4 Directors and Audit Committee
Article 13: The Company shall have 7 to 11 directors, with a term of office of three years.
Among the directors referred to in the preceding paragraph, independent directors may be appointed, with no fewer than three independent directors and no less than one-third of the total number of directors. The professional qualifications, shareholding requirements, restrictions on concurrent positions, nomination and election methods, and other compliance matters for independent directors shall be handled in accordance with the relevant regulations of the competent securities authority.
The Company adopts a candidate nomination system for electing directors and supervisors, and shareholders shall elect from the list of director and supervisor candidates.
Article 13-1: The Company shall establish an Audit Committee in accordance with the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors, numbering no fewer than three, with one serving as convener, and at least one member possessing accounting or financial expertise. The relevant organizational regulations shall be prescribed by the Board of Directors. From the date of establishment of the Audit Committee, the provisions of the Company Act, the Securities and Exchange Act, and other laws applicable to supervisors shall apply mutatis mutandis to the Audit Committee.
The Board of Directors may establish various functional committees, and each committee shall adopt organizational regulations subject to approval by the Board of Directors.
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Article 14: The Board of Directors shall be composed of directors. The Chairman shall be elected by at least two-thirds of the directors present at a meeting and by a majority vote of the directors present. The Chairman shall represent the Company externally.
Directors shall attend meetings of the Board of Directors in person. Where a director is unable to attend a meeting for any reason, the director shall issue a proxy for each meeting specifying the scope of authorization and appoint another director to attend on their behalf; however, each director may accept a proxy from only one other director.
Unless otherwise provided in the Company Act, meetings of the Board of Directors shall be convened and chaired by the Chairman. Unless otherwise provided in the Company Act, resolutions of the Board of Directors shall require the attendance of a majority of directors and the approval of a majority of the directors present.
Article 15: Where the Chairman is on leave or unable to perform his or her duties for any reason, a proxy shall be appointed in accordance with Article 208 of the Company Act. Meetings of the Board of Directors may be conducted by video conference, and directors participating via video conference shall be deemed to have attended in person.
Article 15-1: Notice of a meeting of the Board of Directors shall specify the reasons for convening and be given to each director seven days in advance. In case of emergency, a meeting may be convened at any time. Notice of meetings of the Board of Directors may be given in writing, by facsimile, or by electronic means.
Article 16: The remuneration and travel allowances of all directors may be determined by the Board of Directors within the range of customary industry standards, regardless of whether the Company operates at a profit or loss.
The Company may procure liability insurance for directors during their term of office to cover liabilities arising from the performance of their duties in accordance with the law. The scope of such insurance shall be determined by the Board of Directors, and the details shall be reported at the next Board meeting following procurement or renewal.
Chapter 5 Managers
Article 17: The Company may appoint managers, and their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 18: At the end of each fiscal year, the Board of Directors shall prepare (1) the business report, (2) the financial statements, and (3) proposals for the distribution of earnings or appropriation of losses, and submit them to the regular shareholders' meeting for ratification in accordance with statutory procedures.
Article 19: Where the Company has annual profits, not less than 8% shall be allocated as employee remuneration and not more than 3% as directors' remuneration. However, where the Company has accumulated losses, an amount shall first be reserved to cover such losses.
Of the aforesaid employee remuneration, no less than 6% shall be allocated for distribution to grassroots employees.
The employee remuneration referred to in Paragraph 1 may be paid in shares or cash, and the recipients may include employees of controlling or subordinate companies who meet certain conditions set by the Board of Directors.
Article 19-1: When the Company has a surplus in its annual final accounts, it shall first pay taxes and cover accumulated losses, then appropriate 10% as a legal reserve; however, this requirement shall not apply if the legal reserve has reached the Company's paid-in capital. In addition, special reserve shall be appropriated or reversed in accordance with laws or regulations or as required by the competent authority. Any remaining earnings, together with undistributed earnings at the beginning of the period, shall be submitted by the Board of Directors to the shareholders' meeting for resolution on retention or distribution as shareholder dividends.
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The Company authorizes the Board of Directors, with the attendance of at least two-thirds of the directors and the approval of a majority of those present, to distribute all or part of the dividends, bonuses, or reserves in cash, and to report such distribution to the shareholders' meeting.
Article 19-2: The Company's dividend policy shall take into consideration current and future development plans, the investment environment, capital requirements, and domestic and international competitive conditions, while also taking into account shareholders' interests. The Company shall distribute not less than 10% of the current year's distributable earnings as shareholder dividends; however, no distribution shall be required where accumulated distributable earnings are less than 10% of paid-in capital. Dividends may be distributed in cash or shares, of which cash dividends shall not be less than 10% of the total dividend amount.
Chapter 7 Supplementary Provisions
Article 20: To fulfill corporate social responsibility, the Company shall appropriate not less than 2% of the previous year's after-tax profits for public welfare purposes.
Article 21: External investments by the Company shall be made pursuant to resolutions of the Board of Directors. The total amount of investment shall not be subject to the limitation set forth in Article 13 of the Company Act and may exceed 40% of paid-in capital.
Article 22: Matters not provided for in these Articles shall be governed by the Company Act.
Article 23: These Articles were adopted on July 21, 1995.
First amendment on May 8, 2000.
Second amendment on November 24, 2004.
Third amendment on June 29, 2005.
Fourth amendment on November 14, 2005.
Fifth amendment on June 30, 2006.
Sixth amendment on June 20, 2007.
Seventh amendment on June 21, 2008.
Eighth amendment on July 31, 2008.
Ninth amendment on June 27, 2009.
Tenth amendment on June 12, 2010.
Eleventh amendment on November 29, 2010.
Twelfth amendment on January 17, 2011.
Thirteenth amendment on June 2, 2012.
Fourteenth amendment on October 13, 2012.
Fifteenth amendment on June 28, 2014.
Sixteenth amendment on June 13, 2015.
Seventeenth amendment on June 18, 2016.
Eighteenth amendment on June 24, 2017.
Nineteenth amendment on June 16, 2018.
Twentieth amendment on June 15, 2019.
Twenty-first amendment on July 24, 2021.
Twenty-second amendment on June 11, 2022.
Twenty-third amendment on June 29, 2023.
Twenty-fourth amendment on July 30, 2024.
Twenty-fifth amendment on June 3, 2025.
SYNTEC TECHNOLOGY CO., LTD.
Chairman: Tsai, You-Kung
Appendix III
SYNTEC TECHNOLOGY CO., LTD.
Shareholdings of Directors
I. The Company's paid-in capital is NT$718,430,000, and the total number of shares issued is 71,843,000 shares.
II. In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares that must be held by all directors is 5,747,440 shares.
III. As of the book closure date for this Annual General Meeting (April 6, 2026), the shareholdings of all directors as recorded in the shareholders' register are as follows:
| Title | Name | Number of Shares Held | Shareholding Percentage | Notes |
|---|---|---|---|---|
| Chairman | Tsai, You-Kung | 6,523,836 | 9.08% | |
| Director | Huang, Wei-Sheng | 4,109,354 | 5.72% | |
| Director | Huang, Fang-Chih | 2,805,551 | 3.91% | |
| Director | Yang, Sheng-An | 159,727 | 0.22% | Including 83,976 shares held in trust with retained authority to direct the use of such trust shares |
| Director | Cheng, Duen-Jen | 0 | 0.00% | |
| Independent Director | Chen, Tien-Shun | 0 | 0.00% | |
| Independent Director | Yao, Ter-Chang | 0 | 0.00% | |
| Independent Director | Lu, Hong-Sheng | 0 | 0.00% | |
| Independent Director | Kuo, Keng-Tsung | 0 | 0.00% | |
| Total shares held by all directors | 13,598,468 | 18.93% | Including shares held in trust with retained authority to direct the use of such trust shares |