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SYSCOM — AGM Information 2026
May 20, 2026
52093_rns_2026-05-20_3d3b4a05-5108-4a17-9d62-1c0eb0deda7f.pdf
AGM Information
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Stock Code: 2453
SYSCOM COMPUTER ENGINEERING CO.
2026 Annual Shareholders’ Meeting
Meeting Handbook
(Translation)
June 11, 2026
Table of Contents
I. Meeting Procedure 1
II. Meeting Agenda 2
1. Report Items 3
2. Ratification Items 4
3. Discussion Items 5
4. Extemporary Motions 5
5. Meeting Adjourned 5
III. Attachments 6
1. 2025 Business Report 6
2. Audit Committee’s Review Report 10
3. 2025 CPAs’ Audit Report and the 2025 Financial Statements 11
4. 2025 Statement of Earnings Distribution 31
5. Table of Amendments to the Articles of Incorporation 32
IV. Appendices 35
1. Rules of Procedure for Shareholders’ Meetings 35
2. Articles of Incorporation (Before Amendment) 50
3. Shareholdings of Directors 55
SYSCOM COMPUTER ENGINEERING CO.
Procedure for the 2026 Annual Shareholders’ Meeting
I. Call the Meeting to Order
II. Chairman’s Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Extemporary Motions
VII. Meeting Adjourned
SYSCOM COMPUTER ENGINEERING CO.
2026 Annual Shareholders’ Meeting
Agenda
One. Time: 9:00 a.m. on June 11, 2026 (Thursday)
Two. Venue: B1, No. 115, Emei Street, Taipei City (Conference Hall)
Three. Convening Methods : Physical Shareholders’ Meeting
Four. Meeting Procedure:
I. Call the Meeting to Order
II. Chairman’s Remarks
III. Report Items
(1) 2025 Business Report.
(2) Audit Committee’s Review Report on the 2025 Financial Statements.
(3) Distribution of 2025 remuneration to employees and directors.
(4) Distribution of cash dividends of 2025 Earnings.
IV. Ratification Items
(1) 2025 Business Report and Financial Statements.
(2) Distribution of 2025 Earnings.
V. Discussion Items
(1) Amendments to the Articles of Incorporation.
VI. Extemporary Motions
VII. Meeting Adjourned
2
Report Items
Item 1:
The Company’s 2025 Business Report is submitted for review.
Description: Please refer to Attachment 1 on pages 6 to 9 of this handbook for the 2025 Business Report.
Item 2:
The Audit Committee’s Review Report on the 2025 Financial Statements is submitted for review.
Description: Please refer to Attachment 2 on page 10 of this handbook for the Audit Committee’s Review Report.
Item 3:
Distribution of 2025 remuneration to employees and directors is submitted for review.
Description:
1. As per the Articles of Incorporation, if the Company makes a profit in a fiscal year, it shall allocate no less than 3% of the profit as employees’ remuneration. In the aforementioned remuneration of employees, no less than 20% of such remuneration shall be distributed to the entry-level employees.
2. The Company's annual profit in 2025 was NT$392,353,222, and we allocated 3.01% of the profit as employees' remuneration totaling NT$11,800,000 (including approximately NT$3,286,400 of employee remuneration allocated to the entry-level employees, representing approximately 27.85% of total employee remuneration), all of which was paid in cash. There is no difference between this amount and that recognized for 2025. The Company does not distribute directors' remuneration.
Item 4:
Distribution of cash dividends of 2025 Earnings.
Description:
1. In accordance with Article 21-1 of the Articles of Incorporation.
2. Cash dividends NT$ 280,000,000 will be allocated to shareholders from the 2025 distributable earnings, NT$ 2.8 per share, rounded down to NT$1, and the amount below NT$1 will be included in the Company's other income.
3. The proposal has been approved by the board of directors, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.
Ratification Items
Item 1:
The 2025 Business Report and Financial Statements are submitted for ratification.
(Proposed by the Board of Directors)
Description:
1. The Company's annual business report and financial statements (including consolidated financial statements) were reviewed by the Audit Committee and has been approved by the Board of Directors. The financial statements (including consolidated financial statements) were audited by Pei-De Chen and Wen-Ling Liu CPAs at Deloitte & Touche.
2. Please refer to Attachment 1 on pages 6 to 9 and Attachment 3 on pages 11 to 30 of this handbook for the 2025 Business Report, the CPAs’ Audit Report, and Financial Statements (including the consolidated financial statements).
3. Please proceed to review and ratify them.
Resolution:
Item 2:
The 2025 Statement of Earnings Distribution is submitted for ratification. (Proposed by the Board of Directors)
Description:
1. The Company's 2025 net income after tax was NT$311,823,658, the 2025 Statement of Earnings Distribution were reviewed by the Audit Committee and has been approved by the Board of Directors.
2. Please refer to Attachment 4 on page 31 of this handbook for the 2025 Statement of Earnings Distribution.
3. Please proceed to ratify it.
Resolution:
5
Discussion Items
Item 1:
Amendments to the Articles of Incorporation is submitted for discussion. (Proposed by the Board of Directors)
Description:
1. It is proposed to amend some of the provisions of the Articles of Incorporation for the Company business.
2. Please refer to Attachment 5 on pages 32 to 34 of this handbook for the Table of Amendments to the Articles of Incorporation.
3. Please resolve decision as appropriate.
Resolution:
Extemporary Motions
Meeting Adjourned
(Attachment 1)
Syscom Computer Engineering Co.
2025 Business Report
I. Introduction
In 2025, the global political and economic situation changed dramatically. In addition to competing in the market, enterprises also faced comprehensive tests of organizational fundamentals and value transformation. Over the past 50 years, Syscom Computer Engineering has precisely built up extensive capabilities and experience, enabling it to integrate advanced technologies. Its commitment in customer service and professional execution quality has been well recognized. This has enabled the Company to move forward steadily amid change and continue innovating amid challenges. In 2025, both overall revenue and profit delivered outstanding results.
The Company's 2025 business performance and 2026 business outlook are explained in the following.
II. 2025 Business Overview and Profitability
The Company has continued to strengthen its established system integration and professional services businesses, while also successfully transforming itself into a high value-added enterprise centered on products and intelligent services, achieving substantial results in generative AI, smart government, cybersecurity, healthcare, transportation, and retail. These included the Ayuda service robot accompanying the Goodwill Voyage Training Fleet on visits to friendly nations, the traffic control system for the Provincial Highway 9 (Su-hua Highway) corridor integrating AI and 5G technologies, and the "WebHR_GPT Generative AI Human Resources Regulations Query System", which helped the Directorate-General of Personnel Administration, Executive Yuan win the "2025 Innovative Application Award". In addition, the Company's "Comprehensive Information Security Integration Platform" won the 2025 System Integration Output Award.
In the field of artificial intelligence, in addition to the continued evolution of its physical robot Ayuda, the Company has also extended AI applications to areas such as reasoning and computing for digital employees, task dispatch and execution, and programming, thereby further strengthening its digital transformation. With respect to the Company's information security, in addition to aligning with international standards through concrete actions such as obtaining international standard certifications for the privacy information management system, information security management system, information service management system, and personal data management system, the Company further obtained the CCSP cloud security
certification in 2025, demonstrating the Company's commitment and determination to "security resilience" both internally and externally. In addition, the Company has a number of representative products, including the "DBMaker database", "NETCenter IT Monitoring Management Center", "OMFLOW Service Automation System", and "smart service robot Ayuda", all of which have received the "Taiwan Excellence Award" for many years. This not only demonstrates the Company's innovative achievements in the three major fields of AI, data platforms, and IT system integration, but also symbolizes the strong competitiveness of Taiwan's homegrown technologies in the international market, with Taiwan Excellence as a vehicle for marketing Taiwan globally.
The Company's parent-company-only net operating revenue in 2025 was NT$7,278,627 thousands, an increase of 8.48% compared with 2024; parent-company-only net income after tax was NT$311,824 thousands, an increase of 1.77% compared with 2024.
The Company's consolidated net operating revenue in 2025 was NT$7,432,840 thousands, an increase of 7.21% compared with 2024; consolidated net income after tax was NT$310,275 thousands, an increase of 1.84% compared with 2024.
III. Business Plan and Outlook for 2026
(1) Business plan
1. Market trends
In 2026, AI is entering the inaugural year of "physical AI" and "agentic AI", and robotics is one of the most promising applications of physical AI. To maintain a leading position in the global AI race, deepening independent innovation, accelerating industrialized applications, and strengthening cross-domain integration capabilities will be the keys to business success. In May 2025, the Executive Yuan approved the "AI New Technology Smart Robot Program" proposed by the National Science and Technology Council, announcing that it will, through inter-ministerial collaboration, connect relevant industries and promote joint cooperation among industry, government, academia, and research sectors in advancing smart robot industry initiatives.
For Taiwan's information security sector, 2026 will be a critical year of transformation and rapid growth. With the advancement of "AI industrialization" and the government's "digital territory" policy, information security is no longer merely a matter of cost or compliance, but has evolved from simple IT support into a core strategy for corporate operational resilience. The government continues to promote the cybersecurity industry with a view to realizing a secure, trustworthy, and open digital society. Benefiting from the growth in the domestic cybersecurity service market, continued strong demand for IoT security, defense cybersecurity demand driven by
geopolitical threats, and regulatory compliance requirements in the financial and semiconductor supply chains, the output value of Taiwan's cybersecurity industry is expected to challenge the NT$100 billion mark in 2026.
2026 will be a pivotal year of transformation for Taiwan's information service industry as it shifts from a "hardware-oriented" model to an "application value-added" model. As demand for edge computing inference continues to rise, enterprise AI inference workloads will in the future be processed to a much greater extent at the edge or endpoint, reducing latency and enhancing data security. The importance of edge AI devices will increase significantly, and a hybrid "cloud + edge" architecture will become the mainstream in the enterprise market. International cloud service providers continue to expand their data center investments in Taiwan, and their sales strategies are also moving further toward end users, forcing local information service providers to shift from infrastructure maintenance to the development of "vertical industry AI solutions".
2. Development direction
(1) Integrate AI system capabilities to support industrial upgrading and transformation
(2) Expansion of core products and professional service sales to increase profits.
(3) Keep pace with advanced technologies, expand application fields, and drive the digital economy
(4) Deepen AI applications to promote the Company's dual-focus digital and sustainable transformation
(5) Align with the government's large software project to expand the domestic and overseas markets
3. Important production and marketing policies
(1) Promote AI democratization, with full participation to accelerate corporate transformation
(2) Implement comprehensive quality management and uphold the commitment to green and sustainable operations
(3) Expand diversified applications of core products and professional services
(4) Promote applications of generative AI, 5G, cloud services, and information security
(5) Form alliances with outstanding Taiwanese manufacturers to jointly expand domestic and overseas markets
(2) Future outlook
As 2026 begins, global industries will continue to see corporate cost structures reshaped by geopolitical developments and uncertainties in global trade policies. At the same time, ESG sustainability requirements and cross border data governance are becoming progressively more stringent, while generative AI, cloud native architectures, and automation technologies are accelerating the disruption of traditional operating
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models. The Company possesses outstanding system integration capabilities in various areas including networking, information security, system integration, cloud computing, artificial intelligence, and collaboration, and has continued to receive broad recognition for both smart city innovative applications and system integration exports. The Company will continue to promote innovation and technological progress, provide customers with the most advanced and comprehensive solutions, and help customers enhance operational efficiency, agility and resilience, and intelligent operation capabilities.
As Syscom marks its 50th anniversary, it continues to uphold the values of integrity, professionalism, and innovation. At every key turning point in technology, the Company has moved forward with confidence, strengthening its presence in Taiwan while broadening its global vision. Looking ahead, it will continue to pursue excellence and sustainable development.
Chairman: Jui-Fu Liu
President: Jui-Lung Liu
Accounting Manager: Li-Chueh Tu
(Attachment 2)
SYSCOM COMPUTER ENGINEERING CO.
Audit Committee’s Review Report
The Company’s Board of Directors prepared the 2025 Business Report, Financial Statements, and Statement of Earnings Distribution, among which the Financial Statements were audited by CPAs at Deloitte & Touche, by whom an audit report has been issued. Said Business Report, Financial Statements, and Statement of Earnings Distribution have been reviewed by the Audit Committee, and no inconsistency was found. The report is hereby presented as above in accordance with the relevant provisions of the Securities and Exchange Act and the Company Act. Please proceed to review it.
This report is hereby presented to
2026 Annual Shareholders’ Meeting of Syscom Computer Engineering Co.
Audit Committee Convener: So-Yun Cheng
March 13, 2026
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(Attachment 3)
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Syscom Computer Engineering Company
Opinion
We have audited the accompanying consolidated financial statements of Syscom Computer Engineering Company (the "Company") and its subsidiaries (collectively, the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "consolidated financial statements").
In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Recognition of Contract Revenue
The Group generates revenue through rendering of services according to contract. Revenue from contract is recognized by reference to the stage of completion of contract activity. The stage of completion of the contract is measured based on the proportion of contract cost incurred for work performed to date relative to the estimated total contract cost. The management estimates total contract cost upon signing of the contract. However, the estimated total cost may change as the
11
contract activity progresses and such change may have material impact on revenue recognition; therefore, the recognition of contract revenue is deemed to be a key audit matter.
The procedures we performed are the following:
- We examined the underlying documents of original contracts and related addendum used as basis for contracts not yet completed at year-end.
- We verified the accuracy of accumulated costs incurred for contracts not yet completed at year-end through tests of details.
- We assessed the appropriateness of underlying information and assumptions the management used in estimating total cost.
- We performed retrospective review of discrepancy between actual costs incurred and estimated total cost of completed contract.
Please refer to Notes 4 and 5 to the financial statements for related disclosure on revenue recognition.
Other Matters
In the Group’s consolidated financial statements, the financial statements of partial subsidiaries that are not material were audited by other auditors. Therefore, in our opinion on the consolidated financial statements as mentioned above, the amounts shown in such subsidiaries’ financial statements were recognized based on the audit reports prepared by other auditors. The total assets of the above subsidiaries as of December 31, 2025 and 2024 were NT$121,367 thousands and NT$277,904 thousands, respectively, which represented 3% and 6% of the total consolidated assets; the net operating revenue for the years ended December 31, 2025 and 2024 was NT$38,394 thousands and NT$109,187 thousands, which represented 1% and 2% of the net consolidated operating revenue.
We have also audited the parent company only financial statements of Syscom Computer Engineering Company as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with the other matter section
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to
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issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this independent auditors’ report are Pei-De Chen and Liu Wen-Ling.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 602,469 | 13 | $ 733,387 | 15 |
| 1110 | Financial assets at fair value through profit or loss - current | 271 | - | 463 | - |
| 1136 | Financial assets at amortized cost - current (Notes 8 and 28) | 268,642 | 6 | 250,277 | 5 |
| 1140 | Contract assets - current (Note 20) | 670,533 | 15 | 858,494 | 18 |
| 1150 | Notes receivable | 190 | - | 2,866 | - |
| 1172 | Accounts receivable (Notes 9 and 27) | 1,118,681 | 25 | 1,157,180 | 24 |
| 1200 | Other receivables | 5,892 | - | 8,403 | - |
| 1220 | Current tax assets | 508 | - | 493 | - |
| 130X | Inventories (Note 10) | 443,994 | 10 | 457,662 | 9 |
| 1410 | Prepayments | 570,210 | 13 | 479,218 | 10 |
| 1479 | Other current assets | 100,280 | 2 | 85,124 | 2 |
| 11XX | Total current assets | 3,781,670 | 84 | 4,033,567 | 83 |
| NON-CURRENT ASSETS | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Note 7) | 51,845 | 1 | 49,063 | 1 |
| 1535 | Financial assets at amortized cost - non-current (Notes 8 and 28) | 151,298 | 3 | 211,034 | 4 |
| 1550 | Investments accounted for using the equity method (Note 12) | 70,043 | 2 | 70,937 | 2 |
| 1600 | Property, plant and equipment (Notes 13 and 27) | 348,569 | 8 | 366,735 | 8 |
| 1755 | Right-of-use assets (Note 14) | 14,460 | - | 59,139 | 1 |
| 1821 | Intangible assets (Note 15) | 7,901 | - | 2,531 | - |
| 1840 | Deferred tax assets (Note 22) | 12,717 | - | 16,090 | - |
| 1990 | Other non-current assets | 72,089 | 2 | 70,434 | 1 |
| 15XX | Total non-current assets | 728,922 | 16 | 845,963 | 17 |
| 1XXX | TOTAL | $ 4,510,592 | 100 | $ 4,879,530 | 100 |
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| 2100 | Short-term borrowings (Notes 16 and 28) | $ - | - | $ 176,651 | 4 |
| 2130 | Contract liabilities - current (Note 20) | 379,968 | 8 | 611,197 | 12 |
| 2150 | Notes payable | 33 | - | 150 | - |
| 2170 | Accounts payable (Note 27) | 1,304,690 | 29 | 1,248,869 | 26 |
| 2200 | Other payables (Note 17) | 445,912 | 10 | 468,442 | 10 |
| 2230 | Current tax liabilities | 30,927 | 1 | 27,405 | - |
| 2280 | Lease liabilities - current (Notes 14 and 27) | 6,590 | - | 47,738 | 1 |
| 2399 | Other current liabilities | 18,881 | - | 17,762 | - |
| 21XX | Total current liabilities | 2,187,001 | 48 | 2,598,214 | 53 |
| NON-CURRENT LIABILITIES | |||||
| 2572 | Deferred tax liabilities (Note 22) | 10,067 | - | 10,535 | - |
| 2580 | Lease liabilities - non-current (Notes 14 and 27) | 7,329 | - | 12,247 | - |
| 2640 | Net defined benefit liabilities - non-current (Note 18) | 41,444 | 1 | 56,406 | 1 |
| 2645 | Guarantee deposits received | 17,923 | 1 | 17,877 | 1 |
| 25XX | Total non-current liabilities | 76,763 | 2 | 97,065 | 2 |
| 2XXX | Total liabilities | 2,263,764 | 50 | 2,695,279 | 55 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 19) | |||||
| 3110 | Share capital - ordinary shares | 1,000,000 | 22 | 1,000,000 | 21 |
| 3200 | Capital surplus | 2,245 | - | 1,783 | - |
| Retained earnings | |||||
| 3310 | Legal reserve | 386,109 | 9 | 358,096 | 7 |
| 3320 | Special reserve | 17,619 | - | 17,619 | - |
| 3350 | Unappropriated earnings | 792,396 | 18 | 765,101 | 16 |
| 3300 | Total retained earnings | 1,196,124 | 27 | 1,140,816 | 23 |
| 3400 | Other equity | 37,663 | 1 | 30,144 | 1 |
| 31XX | Total equity of the owners of the Company | 2,236,032 | 50 | 2,172,743 | 45 |
| 36XX | Non-controlling interests (Note 19) | 10,796 | - | 11,508 | - |
| 3XXX | Total equity | 2,246,828 | 50 | 2,184,251 | 45 |
| TOTAL | $ 4,510,592 | 100 | $ 4,879,530 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31,2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| OPERATING REVENUE (Notes 5, 20 and 27) | |||||
| 4100 | Sales | $ 5,641,509 | 76 | $ 5,363,132 | 77 |
| 4600 | Maintenance revenue | 1,774,348 | 24 | 1,552,568 | 23 |
| 4300 | Rental revenue | 16,983 | - | 17,029 | - |
| 4000 | Total operating revenue | 7,432,840 | 100 | 6,932,729 | 100 |
| OPERATING COSTS (Notes 10, 18, 21 and 27) | |||||
| 5110 | Cost of goods sold | 4,349,304 | 59 | 4,028,288 | 58 |
| 5600 | Maintenance costs | 1,200,201 | 16 | 1,102,315 | 16 |
| 5300 | Rental costs | 13,129 | - | 13,166 | - |
| 5000 | Total operating costs | 5,562,634 | 75 | 5,143,769 | 74 |
| 5900 | GROSS PROFIT | 1,870,206 | 25 | 1,788,960 | 26 |
| OPERATING EXPENSES (Notes 9, 18, 21 and 27) | |||||
| 6100 | Selling and marketing expenses | 1,332,443 | 18 | 1,232,970 | 18 |
| 6300 | Research and development expenses | 184,983 | 2 | 239,934 | 4 |
| 6450 | Expected credit loss recognized on trade receivables | 13 | - | 1,170 | - |
| 6000 | Total operating expenses | 1,517,439 | 20 | 1,474,074 | 22 |
| 6900 | PROFIT FROM OPERATIONS | 352,767 | 5 | 314,886 | 4 |
| NON-OPERATING INCOME AND EXPENSES | |||||
| 7100 | Interest income (Note 21) | 15,096 | - | 12,906 | - |
| 7010 | Other income (Notes 21 and 27) | 29,439 | - | 55,279 | 1 |
| 7020 | Other gains and losses (Note 21) | 284 | - | 1,424 | - |
| 7050 | Finance costs (Notes 21 and 27) | ( 15,928 ) | - | ( 17,670 ) | - |
| 7060 | Share of profit or loss of associates and joint ventures (Note 12) | ( 222 ) | - | 3,597 | - |
| 7000 | Total non-operating income and expenses | 28,669 | - | 55,536 | 1 |
| 7900 | PROFIT BEFORE INCOME TAX | 381,436 | 5 | 370,422 | 5 |
| 7950 | INCOME TAX EXPENSE (Note 22) | 71,161 | 1 | 65,739 | 1 |
| 8200 | NET PROFIT | 310,275 | 4 | 304,683 | 4 |
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| OTHER COMPREHENSIVE INCOME (Notes 18, 19 and 22) | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plans | $ 8,328 | - | ($ 28,477) | - |
| 8316 | Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | 3,044 | - | 16,037 | - |
| 8349 | Income tax relating to items that will not be reclassified subsequently to profit or loss | ( 1,391 ) | - | 5,821 | - |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | 4,462 | - | 2,751 | - |
| 8370 | Share of the other comprehensive income of associates and joint ventures accounted for using the equity method | ( 90 ) | - | ( 77 ) | - |
| 8300 | Total other comprehensive income, net of income tax | 14,353 | - | ( 3,945 ) | - |
| 8500 | TOTAL COMPREHENSIVE INCOME | $ 324,628 | 4 | $ 300,738 | 4 |
| NET INCOME ATTRIBUTABLE TO: | |||||
| 8610 | Owners of the Company | $ 311,824 | 4 | $ 306,397 | 4 |
| 8620 | Non-controlling interests | ( 1,549 ) | - | ( 1,714 ) | - |
| 8600 | $ 310,275 | 4 | $ 304,683 | 4 | |
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: | |||||
| 8710 | Owners of the Company | $ 326,429 | 4 | $ 302,281 | 4 |
| 8720 | Non-controlling interests | ( 1,801 ) | - | ( 1,543 ) | - |
| 8700 | $ 324,628 | 4 | $ 300,738 | 4 | |
| EARNINGS PER SHARE (Note 23) | |||||
| 9710 | Basic | $ 3.12 | $ 3.06 | ||
| 9810 | Diluted | $ 3.11 | $ 3.06 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
(Concluded)
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31,2025 AND 2024
(In Thousands of New Taiwan Dollars, except Dividend Per Share)
| C o d e | Share capital - ordinary shares | Capital surplus | Retained earnings | Other equity | Total | Non-controlling interests | Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translating the financial statements of foreign operations | Unrealized gain or loss on financial assets at fair value through other comprehensive income | ||||||
| A1 | BALANCE AT JANUARY 1, 2024 | 1,000,000 | 1,797 | 330,483 | 17,619 | 752,580 | ( 9,900 ) | 21,628 | 2,114,207 | 3,097 |
| Appropriation of the 2023 earnings | ||||||||||
| B1 | Legal reserve | - | - | 27,613 | - | ( 27,613 ) | - | - | - | - |
| B5 | Cash dividends - NT$2.4 per share | - | - | - | - | ( 240,000 ) | - | - | ( 240,000 ) | - |
| D1 | Net profit (loss) for the year ended December 31, 2024 | - | - | - | - | 306,397 | - | - | 306,397 | ( 1,714 ) |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | ( 22,532 ) | 2,379 | 16,037 | ( 4,116 ) | 171 |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 283,865 | 2,379 | 16,037 | 302,281 | ( 1,543 ) |
| M5 | Actual acquisition of interests in subsidiaries | - | ( 14 ) | - | - | - | - | - | ( 14 ) | ( 21 ) |
| M7 | Changes in ownership interests in subsidiaries | - | - | - | - | ( 3,731 ) | - | - | ( 3,731 ) | 10,008 |
| O1 | Cash dividends from subsidiary | - | - | - | - | - | - | - | - | ( 33 ) |
| Z1 | BALANCE AT DECEMBER 31, 2024 | 1,000,000 | 1,783 | 358,096 | 17,619 | 765,101 | ( 7,521 ) | 37,665 | 2,172,743 | 11,508 |
| Appropriation of the 2024 earnings | ||||||||||
| B1 | Legal reserve | - | - | 28,013 | - | ( 28,013 ) | - | - | - | - |
| B5 | Cash dividends - NT$2.6 per share | - | - | - | - | ( 260,000 ) | - | - | ( 260,000 ) | - |
| D1 | Net profit (loss) for the year ended December 31, 2025 | - | - | - | - | 311,824 | - | - | 311,824 | ( 1,549 ) |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 6,929 | 4,632 | 3,044 | 14,605 | ( 252 ) |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 318,753 | 4,632 | 3,044 | 326,429 | ( 1,801 ) |
| C3 | Unclaimed dividends | - | 52 | - | - | - | - | - | 52 | - |
| M5 | Actual acquisition and disposition of interests in subsidiaries | - | 410 | - | - | - | - | - | 410 | ( 2,499 ) |
| M7 | Changes in ownership interests in subsidiaries | - | - | - | - | ( 3,602 ) | - | - | ( 3,602 ) | 3,602 |
| O1 | Cash dividends from subsidiary | - | - | - | - | - | - | - | - | ( 14 ) |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 157 | - | ( 157 ) | - | - |
| Z1 | BALANCE AT DECEMBER 31, 2025 | $ 1,000,000 | $ 2,245 | $ 386,109 | $ 17,619 | $ 792,396 | ($ 2,889 ) | $ 40,552 | $ 2,236,032 | $ 10,796 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | CASH FLOWS FROM OPERATING ACTIVITIES | 2025 | 2024 |
|---|---|---|---|
| A10000 | Income before income tax | $ 381,436 | $ 370,422 |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expenses | 114,486 | 114,132 |
| A20200 | Amortization expenses | 6,376 | 1,408 |
| A20300 | Expected credit loss recognized on trade receivables | 13 | 1,170 |
| A20400 | Net gain on financial assets at fair value through profit or loss | ( 12 ) | ( 1,486 ) |
| A20900 | Finance costs | 15,928 | 17,670 |
| A21200 | Interest income | ( 15,096 ) | ( 12,906 ) |
| A21300 | Dividend income | ( 983 ) | ( 645 ) |
| A22300 | Share of profit or loss of associates and joint ventures accounted for using the equity method | 222 | ( 3,597 ) |
| A22500 | Loss (gain) on disposal of property, plant and equipment | ( 247 ) | 286 |
| A23800 | Write-downs (reversal) of inventories | ( 3,705 ) | 3,056 |
| A24100 | Net loss on foreign currency exchange | 591 | 1,134 |
| A29900 | Lease modification loss | 33 | - |
| A30000 | Changes in operating assets and liabilities | ||
| A31125 | Contract assets | 187,961 | ( 375,172 ) |
| A31130 | Notes receivable | 2,676 | 9,196 |
| A31150 | Accounts receivable | 35,797 | 273,822 |
| A31180 | Other receivables | 2,479 | ( 2,013 ) |
| A31200 | Inventories | 16,305 | 11,559 |
| A31230 | Prepayments | ( 90,992 ) | ( 64,321 ) |
| A31240 | Other current assets | 570 | ( 950 ) |
| A32125 | Contract liabilities | ( 231,229 ) | 145,867 |
| A32130 | Notes payable | ( 117 ) | 19 |
| A32150 | Accounts payable | 59,305 | ( 206,706 ) |
| A32180 | Other payables | ( 21,443 ) | 49,994 |
| A32230 | Other current liabilities | 1,119 | ( 303 ) |
| A32240 | Net defined benefits liabilities | ( 6,634 ) | ( 14,018 ) |
| A33000 | Cash generated from operations | 454,839 | 317,618 |
| A33100 | Interest received | 15,091 | 12,892 |
| A33200 | Dividends received | 983 | 645 |
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A33300 | Interest paid | ($ 17,034) | ($ 17,861) |
| A33500 | Income tax paid | ( 66,063) | ( 56,604) |
| AAAA | Net cash generated from operating activities | 387,816 | 256,690 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B00050 | Disposal (purchase) of financial assets at amortized cost | 41,371 | ( 47,831) |
| B00200 | Proceeds from sale of financial assets at fair value through profit or loss | 466 | 11,480 |
| B02700 | Payments for property, plant and equipment | ( 48,000) | ( 67,494) |
| B02800 | Proceeds from disposal of property, plant and equipment | 759 | 566 |
| B03700 | Increase in refundable deposits | ( 18,278) | ( 4,555) |
| B04500 | Payments for intangible assets | ( 11,737) | ( 1,557) |
| B06100 | Decrease (increase) in long lease receivable | 897 | ( 1,704) |
| BBBB | Net cash used in investing activities | ( 34,522) | ( 111,095) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| C00200 | Decrease in short-term borrowings | ( 168,198) | ( 25,982) |
| C03000 | Increase in guarantee deposits received | 46 | 3,106 |
| C04020 | Repayment of the principal portion of lease liabilities | ( 50,062) | ( 48,640) |
| C04500 | Dividends paid | ( 260,000) | ( 240,000) |
| C05400 | Acquisition of interests in subsidiaries | ( 2,100) | ( 35) |
| C05500 | Partial disposal of interests in subsidiary without a loss of control | 11 | - |
| C05800 | Change in non-controlling interests | ( 14) | 6,244 |
| C09900 | Unclaimed dividends | 52 | - |
| CCCC | Net cash used in financing activities | ( 480,265) | ( 305,307) |
| DDDD | EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | ( 3,947) | 8,605 |
| EEEE | NET DECREASE IN CASH AND CASH EQUIVALENTS | ( 130,918) | ( 151,107) |
| E00100 | CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 733,387 | 884,494 |
| E00200 | CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 602,469 | $ 733,387 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
(Concluded)
21
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Syscom Computer Engineering Company
Opinion
We have audited the accompanying financial statements of Syscom Computer Engineering Company (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the financial statements of the Company for the year ended December 31, 2025 are stated as follows:
Recognition of Contract Revenue
The Company generates revenue through rendering of services according to contract. Revenue from contract is recognized by reference to the stage of completion of contract activity. The stage of completion of the contract is measured based on the proportion of contract cost incurred for work performed to date relative to the estimated total contract cost. The management estimates
total contract cost upon signing of the contract. However, the estimated total cost may change as the contract activity progresses and such change may have material impact on revenue recognition; therefore, the recognition of contract revenue is deemed to be a key audit matter.
The procedures we performed are the following:
- We examined the underlying documents of original contracts and related addendum used as basis for contracts not yet completed at year-end.
- We verified the accuracy of accumulated costs incurred for contracts not yet completed at year-end through tests of details.
- We assessed the appropriateness of underlying information and assumptions the management used in estimating total cost.
- We performed retrospective review of discrepancy between actual costs incurred and estimated total cost of completed contract.
Please refer to Notes 4 and 5 to the accompanying financial statements for related disclosure on revenue recognition.
Other Matter
The financial statements as of and for the years ended December 31, 2025 and 2024 of some investees in which the Company had equity-method investments were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for these investees, is based solely on the reports of the other auditors. As of December 31, 2025 and 2024, the aforementioned investments accounted for using equity method amounted to NT$104,236 thousands and NT$210,443 thousands, which represented 2% and 4% of the total assets of the Company. For the years ended December 31, 2025 and 2024, investment gain from the aforementioned equity-method investments amounted to NT$3,636 thousands and NT$2,677 thousands, which represented 1% and 0.7% of the profit before income tax of the Company.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company's financial reporting process.
22
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
23
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 statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Pei-De Chen and Liu Wen-Ling.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.
24
SYSCOM COMPUTER ENGINEERING CO.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 466,319 | 11 | $ 550,988 | 12 |
| 1110 | Financial assets at fair value through profit or loss - current | 271 | - | - | - |
| 1136 | Financial assets at amortized cost - current (Notes 8 and 26) | 146,014 | 3 | 207,231 | 4 |
| 1140 | Contract assets - current (Note 18) | 663,932 | 15 | 844,625 | 18 |
| 1150 | Notes receivable | 190 | - | 1,264 | - |
| 1172 | Accounts receivable (Notes 9 and 25) | 1,087,154 | 25 | 1,082,645 | 23 |
| 1200 | Other receivables | 4,837 | - | 7,244 | - |
| 130X | Inventories (Note 10) | 416,968 | 9 | 439,608 | 9 |
| 1410 | Prepayments | 565,116 | 13 | 476,587 | 10 |
| 1479 | Other current assets | 99,399 | 2 | 84,110 | 2 |
| 11XX | Total current assets | 3,450,200 | 78 | 3,694,302 | 78 |
| NON-CURRENT ASSETS | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Note 7) | 51,845 | 1 | 49,063 | 1 |
| 1535 | Financial assets at amortized cost - non-current (Notes 8 and 26) | 151,044 | 3 | 211,034 | 5 |
| 1550 | Investments accounted for using the equity method (Note 11) | 376,305 | 9 | 281,380 | 6 |
| 1600 | Property, plant and equipment (Notes 12 and 25) | 326,159 | 7 | 342,234 | 7 |
| 1755 | Right-of-use assets (Note 13) | 6,254 | - | 48,638 | 1 |
| 1821 | Intangible assets (Note 14) | 6,724 | - | 1,126 | - |
| 1840 | Deferred tax assets (Note 20) | 9,810 | - | 12,920 | - |
| 1990 | Other non-current assets | 69,596 | 2 | 66,924 | 2 |
| 15XX | Total non-current assets | 997,737 | 22 | 1,013,319 | 22 |
| 1XXX | TOTAL | $ 4,447,937 | 100 | $ 4,707,621 | 100 |
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| 2130 | Contract liabilities - current (Note 18) | $ 367,153 | 8 | $ 591,898 | 13 |
| 2150 | Notes payable | 33 | - | 150 | - |
| 2170 | Accounts payable (Note 25) | 1,300,604 | 29 | 1,222,498 | 26 |
| 2200 | Other payables (Note 15) | 418,965 | 10 | 449,412 | 10 |
| 2230 | Current tax liabilities | 28,085 | 1 | 24,675 | - |
| 2280 | Lease liabilities - current (Notes 13 and 25) | 2,277 | - | 43,190 | 1 |
| 2399 | Other current liabilities | 18,074 | - | 17,208 | - |
| 21XX | Total current liabilities | 2,135,191 | 48 | 2,349,031 | 50 |
| NON-CURRENT LIABILITIES | |||||
| 2572 | Deferred tax liabilities (Note 20) | 9,061 | - | 9,735 | - |
| 2580 | Lease liabilities - non-current (Notes 13 and 25) | 4,077 | - | 6,354 | - |
| 2640 | Net defined benefits liabilities - non-current (Note 16) | 45,917 | 1 | 57,870 | 1 |
| 2645 | Guarantee deposits received | 17,659 | 1 | 17,584 | 1 |
| 2670 | Other non-current liabilities (Note 11) | - | - | 94,304 | 2 |
| 25XX | Total non-current liabilities | 76,714 | 2 | 185,847 | 4 |
| 2XXX | Total liabilities | 2,211,905 | 50 | 2,534,878 | 54 |
| Equity (Note 17) | |||||
| 3100 | Share capital - ordinary shares | 1,000,000 | 22 | 1,000,000 | 21 |
| 3200 | Capital surplus | 2,245 | - | 1,783 | - |
| Retained earnings | |||||
| 3310 | Legal reserve | 386,109 | 9 | 358,096 | 8 |
| 3320 | Special reserve | 17,619 | - | 17,619 | - |
| 3350 | Unappropriated earnings | 792,396 | 18 | 765,101 | 16 |
| 3300 | Total retained earnings | 1,196,124 | 27 | 1,140,816 | 24 |
| 3400 | Other equity | 37,663 | 1 | 30,144 | 1 |
| 3XXX | Total equity | 2,236,032 | 50 | 2,172,743 | 46 |
| TOTAL | $ 4,447,937 | 100 | $ 4,707,621 | 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
SYSCOM COMPUTER ENGINEERING CO.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31,2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| OPERATING REVENUE (Notes 5, 18 and 25) | |||||
| 4100 | Sales | $ 5,502,597 | 76 | $ 5,158,898 | 77 |
| 4600 | Maintenance revenue | 1,759,047 | 24 | 1,533,913 | 23 |
| 4300 | Rental revenue | 16,983 | - | 17,029 | - |
| 4000 | Total operating revenue | 7,278,627 | 100 | 6,709,840 | 100 |
| OPERATING COSTS (Notes 10, 19 and 25) | |||||
| 5110 | Cost of goods sold | 4,259,492 | 59 | 3,898,554 | 58 |
| 5600 | Maintenance costs | 1,194,118 | 16 | 1,090,334 | 17 |
| 5300 | Rental costs | 13,129 | - | 13,166 | - |
| 5000 | Total operating costs | 5,466,739 | 75 | 5,002,054 | 75 |
| 5900 | GROSS PROFIT | 1,811,888 | 25 | 1,707,786 | 25 |
| OPERATING EXPENSES (Notes 9, 16, 19 and 25) | |||||
| 6100 | Selling and marketing expenses | 1,231,557 | 17 | 1,151,084 | 17 |
| 6300 | Research and development expenses | 175,177 | 3 | 224,049 | 3 |
| 6450 | Expected credit loss recognized on trade receivables | - | - | - | - |
| 6000 | Total operating expenses | 1,406,734 | 20 | 1,375,133 | 20 |
| 6900 | PROFIT FROM OPERATIONS | 405,154 | 5 | 332,653 | 5 |
| NON-OPERATING INCOME AND EXPENSES | |||||
| 7100 | Interest income (Note 19) | 10,647 | - | 8,595 | - |
| 7010 | Other income (Notes 19 and 25) | 26,964 | 1 | 53,506 | 1 |
| 7020 | Other gains and losses (Note 19) | ( 3,240 ) | - | 4,865 | - |
| 7050 | Finance costs (Notes 19 and 25) | ( 4,592 ) | - | ( 3,859 ) | - |
| 7070 | Share of profit or loss of subsidiaries, associates and joint ventures (Note 11) | ( 54,376 ) | ( 1 ) | ( 24,950 ) | - |
| 7000 | Total non-operating income and expenses | ( 24,600 ) | - | 38,157 | 1 |
(Continued)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | PROFIT BEFORE INCOME TAX | $ 380,554 | 5 | $ 370,810 | 6 |
| 7950 | INCOME TAX EXPENSE (Note 20) | 68,730 | 1 | 64,413 | 1 |
| 8200 | NET PROFIT FOR THE YEAR | 311,824 | 4 | 306,397 | 5 |
| OTHER COMPREHENSIVE INCOME (Notes 16, 17, and 20) | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plans | 6,183 | - | ( 28,309 ) | - |
| 8316 | Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | 3,044 | - | 16,037 | - |
| 8330 | Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method | 1,983 | - | 115 | - |
| 8349 | Income tax relating to items that will not be reclassified subsequently to profit or loss | ( 1,237 ) | - | 5,662 | - |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | 4,719 | - | 2,454 | - |
| 8380 | Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method | ( 87 ) | - | ( 75 ) | - |
| 8300 | Other comprehensive (loss) income for the year, net of income tax | 14,605 | - | ( 4,116 ) | - |
| 8500 | TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 326,429 | 4 | $ 302,281 | 5 |
| EARNINGS PER SHARE (Note 21) | |||||
| 9710 | Basic | $ 3.12 | $ 3.06 | ||
| 9810 | Diluted | $ 3.11 | $ 3.06 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
(Concluded)
SYSCOM COMPUTER ENGINEERING CO.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31,2025 AND 2024
(In Thousands of New Taiwan Dollars, except Dividend Per Share)
| Code | Share capital - ordinary shares | Capital surplus | Retained earnings | Other equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translating the financial statements of foreign operations | Unrealized gain or loss on financial assets at fair value through other comprehensive income | Total equity | ||||
| A1 | BALANCE AT JANUARY 1, 2024 | $ 1,000,000 | $ 1,797 | $ 330,483 | $ 17,619 | $ 752,580 | ($ 9,900) | $ 21,628 | $ 2,114,207 |
| B1 | Appropriation of the 2023 earnings | ||||||||
| Legal reserve | - | - | 27,613 | - | ( 27,613 ) | - | - | - | |
| B5 | Cash dividends - NT$2.4 per share | - | - | - | - | ( 240,000 ) | - | - | ( 240,000 ) |
| D1 | Net profit for the year ended December 31, 2024 | - | - | - | - | 306,397 | - | - | 306,397 |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | ( 22,532 ) | 2,379 | 16,037 | ( 4,116 ) |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 283,865 | 2,379 | 16,037 | 302,281 |
| M5 | Actual acquisition of interests in subsidiaries | - | ( 14 ) | - | - | - | - | - | ( 14 ) |
| M7 | Changes in ownership interests in subsidiaries | - | - | - | - | ( 3,731 ) | - | - | ( 3,731 ) |
| Z1 | BALANCE AT DECEMBER 31, 2024 | 1,000,000 | 1,783 | 358,096 | 17,619 | 765,101 | ( 7,521 ) | 37,665 | 2,172,743 |
| B1 | Appropriation of the 2024 earnings | ||||||||
| Legal reserve | - | - | 28,013 | - | ( 28,013 ) | - | - | - | |
| B5 | Cash dividends - NT$2.6 per share | - | - | - | - | ( 260,000 ) | - | - | ( 260,000 ) |
| D1 | Net profit for the year ended December 31, 2025 | - | - | - | - | 311,824 | - | - | 311,824 |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 6,929 | 4,632 | 3,044 | 14,605 |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 318,753 | 4,632 | 3,044 | 326,429 |
| C3 | Unclaimed dividends | - | 52 | - | - | - | - | - | 52 |
| M5 | Actual acquisition and disposition of interests in subsidiaries | - | 410 | - | - | - | - | - | 410 |
| M7 | Changes in ownership interests in subsidiaries | - | - | - | - | ( 3,602 ) | - | - | ( 3,602 ) |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 157 | - | ( 157 ) | - |
| Z1 | BALANCE AT DECEMBER 31, 2025 | $ 1,000,000 | $ 2,245 | $ 386,109 | $ 17,619 | $ 792,396 | ($ 2,889 ) | $ 40,552 | $ 2,236,032 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
SYSCOM COMPUTER ENGINEERING CO.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | CASH FLOWS FROM OPERATING ACTIVITIES | 2025 | 2024 |
|---|---|---|---|
| A10000 | Income before income tax | $ 380,554 | $ 370,810 |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expenses | 106,092 | 105,058 |
| A20200 | Amortization expenses | 6,139 | 823 |
| A20400 | Net gain on financial assets at fair value through profit or loss | ( 9 ) | ( 1,480 ) |
| A20900 | Finance costs | 4,592 | 3,859 |
| A21200 | Interest income | ( 10,647 ) | ( 8,595 ) |
| A21300 | Dividend income | ( 983 ) | ( 645 ) |
| A22400 | Share of loss of subsidiaries, associates and joint ventures | 54,379 | 24,950 |
| A22500 | Gain on disposal of property, plant and equipment | ( 282 ) | ( 189 ) |
| A23800 | Write-downs (reversal) of inventories | ( 3,705 ) | 3,056 |
| A24100 | Net gain on foreign currency exchange | ( 1,816 ) | ( 3,443 ) |
| A30000 | Changes in operating assets and liabilities | ||
| A31125 | Contract assets | 180,693 | ( 372,810 ) |
| A31130 | Notes receivable | 1,074 | 7,567 |
| A31150 | Accounts receivable | ( 5,922 ) | 259,137 |
| A31180 | Other receivables | 2,407 | ( 1,666 ) |
| A31200 | Inventories | 25,277 | 12,150 |
| A31230 | Prepayments | ( 88,529 ) | ( 64,808 ) |
| A31240 | Other current assets | 437 | ( 328 ) |
| A32125 | Contract liabilities | ( 224,745 ) | 136,474 |
| A32130 | Notes payable | ( 117 ) | 19 |
| A32150 | Accounts payable | 81,075 | ( 222,276 ) |
| A32180 | Other payables | ( 30,447 ) | 52,072 |
| A32230 | Other current liabilities | 866 | ( 171 ) |
| A32240 | Net defined benefits liabilities | ( 5,770 ) | ( 13,858 ) |
| A33000 | Cash generated from operations | 470,613 | 285,706 |
| A33100 | Interest received | 10,647 | 8,595 |
| A33200 | Dividends received | 983 | 645 |
| A33300 | Interest paid | ( 4,592 ) | ( 3,859 ) |
| A33500 | Income tax paid | ( 64,121 ) | ( 54,778 ) |
| AAAA | Net cash generated from operating activities | 413,530 | 236,309 |
(Continued)
29
| Code | 2025 | 2024 | |
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B00050 | Disposal (purchase) of financial assets at amortized cost | $ 121,207 | ($ 35,957) |
| B00200 | Proceeds from sale of financial assets at fair value through profit or loss | - | 11,480 |
| B02700 | Payments for property, plant and equipment | ( 46,875 ) | ( 67,359 ) |
| B02800 | Proceeds from disposal of property, plant and equipment | 592 | 361 |
| B03700 | Increase in refundable deposits | ( 19,295 ) | ( 6,377 ) |
| B04500 | Payments for intangible assets | ( 11,737 ) | ( 1,557 ) |
| B06100 | Decrease (increase) in long lease receivable | 897 | ( 1,704 ) |
| B07600 | Dividends from subsidiaries received | 1,930 | 4,287 |
| BBBB | Net cash generated (used in) from investing activities | 46,719 | ( 96,826 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| C03000 | Increase in guarantee deposits received | 75 | 3,052 |
| C04020 | Repayment of the principal portion of lease liabilities | ( 43,190 ) | ( 42,256 ) |
| C04500 | Dividends paid | ( 260,000 ) | ( 240,000 ) |
| C05400 | Acquisition of interests in subsidiaries | ( 242,126 ) | ( 42,405 ) |
| C05500 | Partial disposal of interests in subsidiary without a loss of control | 11 | - |
| C09900 | Unclaimed dividends | 52 | - |
| CCCC | Net cash used in financing activities | ( 545,178 ) | ( 321,609 ) |
| DDDD | EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | 260 | 217 |
| EEEE | DECREASE IN CASH AND CASH EQUIVALENTS | ( 84,669 ) | ( 181,909 ) |
| E00100 | CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 550,988 | 732,897 |
| E00200 | CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 466,319 | $ 550,988 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
(Concluded)
(Attachment 4)
SYSCOM COMPUTER ENGINEERING CO.
Statement of Earnings Distribution
2025
| Unit: NTD | |
|---|---|
| Unappropriated retained earnings at the beginning of the period | $477,088,025 |
| Net income after tax for the year | 311,823,658 |
| Remeasurement of defined benefit plans | 6,929,125 |
| Adjustments due to investments accounted for using equity method | ( 3,602,214) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | 156,438 |
| The net profit plus other items included in retained earnings for the year | 315,307,007 |
| Legal reserve set aside | (31,530,701) |
| Distributable earnings | $760,864,331 |
| Distribution | |
| Cash dividends to shareholders (NT$2.8 per share) | (280,000,000) |
| Unappropriated retained earnings at the end of the period | $480,864,331 |
Note: The 2025 earnings are prioritized for distribution at this time.
31
(Attachment 5)
SYSCOM COMPUTER ENGINEERING CO.
Table of Amendments to the Articles of Incorporation
| Before Amendment | After Amendment | Note |
|---|---|---|
| Article 2: The scope of the Company's business is as follows: 1.E601010 Electric Appliance Construction 2.E603050 Automatic Control Equipment Engineering 3.E605010 Computer Equipment Installation 4.E701010 Telecommunications Engineering 5.E701020 Satellite Television KU Channels and Channel C Equipment Installation 6.E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering 7.E701040 Simple Telecommunications Equipment Installation 8.EZ05010 Instrument and Meters Installation Engineering 9.EZ99990 Other Engineering 10.F108031 Wholesale of Medical Devices 11.F113010 Wholesale of Machinery 12.F113030 Wholesale of Precision Instruments 13.F113050 Wholesale of Computers and Clerical Machinery Equipment 14.F113070 Wholesale of Telecommunication Apparatus 15.F113110 Wholesale of Batteries 16.F113990 Wholesale of Other Machinery and Tools 17.F118010 Wholesale of Computer Software 18.F119010 Wholesale of Electronic Materials 19.F199990 Other Wholesale Trade 20.F208031 Retail Sale of Medical Apparatus 21.F213030 Retail Sale of Computers and Clerical Machinery Equipment 22.F213040 Retail Sale of Precision Instruments 23.F213050 Retail Sale of Measuring Instruments 24.F213060 Retail Sale of Telecommunication Apparatus 25.F218010 Retail Sale of Computer Software 26.F219010 Retail Sale of Electronic Materials 27.F299990 Retail Sale of Other Products 28.F401010 International Trade 29.F601010 Intellectual Property Rights 30.G202010 Parking area Operators 31.G903010 Telecommunications Enterprises 32.103060 Management Consulting 33.1301010 Information Software Services 34.1301020 Data Processing Services 35.1301030 Electronic Information Supply Services 36.1501010 Product Designing 37.1599990 Other Designing 38.J202010 Industry Innovation and Incubation Services 39.J303010 Magazine (Periodical) Publishing | Article 2: The scope of the Company's business is as follows: 1.CB01010 Machinery and Equipment Manufacturing 2.CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing 3.CC01060 Wired Communication Machinery and Equipment Manufacturing 4.CC01080 Electronic Parts and Components Manufacturing 5.CC01110 Computers and Peripheral Equipment Manufacturing 6.CC01120 Data Storage Media Manufacturing and Duplicating 7.E601010 Electric Appliance Construction 8.E603050 Automatic Control Equipment Engineering 9.E605010 Computer Equipment Installation 10.E701010 Telecommunications Engineering 11.E701020 Satellite Television KU Channels and Channel C Equipment Installation 12.E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering 13.E701040 Simple Telecommunications Equipment Installation 14.EZ05010 Instrument and Meters Installation Engineering 15.EZ99990 Other Engineering 16.F108031 Wholesale of Medical Devices 17.F113010 Wholesale of Machinery 18.F113030 Wholesale of Precision Instruments 19.F113050 Wholesale of Computers and Clerical Machinery Equipment 20.F113070 Wholesale of Telecommunication Apparatus 21.F113110 Wholesale of Batteries 22.F113990 Wholesale of Other Machinery and Tools 23.F118010 Wholesale of Computer Software 24.F119010 Wholesale of Electronic Materials 25.F199990 Other Wholesale Trade 26.F208031 Retail Sale of Medical Apparatus 27.F213030 Retail Sale of Computers and Clerical Machinery Equipment 28.F213040 Retail Sale of Precision Instruments 29.F213050 Retail Sale of Measuring Instruments 30.F213060 Retail Sale of Telecommunication Apparatus 31.F218010 Retail Sale of Computer Software 32.F219010 Retail Sale of Electronic Materials 33.F299990 Retail Sale of Other Products 34.F401010 International Trade | Align with requirements of business. |
| 40.J304010 Book Publishing
41.JA02010 Electric Appliance and Electronic Products Repair
42.JA02990 Other Repair
43.JE01010 Rental and Leasing
44.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. | 35.F601010 Intellectual Property Rights
36.G202010 Parking area Operators
37.G903010 Telecommunications Enterprises
38.I103060 Management Consulting
39.I301010 Information Software Services
40.I301020 Data Processing Services
41.I301030 Electronic Information Supply Services
42.I501010 Product Designing
43.I599990 Other Designing
44.J202010 Industry Innovation and Incubation Services
45.J303010 Magazine (Periodical) Publishing
46.J304010 Book Publishing
47.JA02010 Electric Appliance and Electronic Products Repair
48.JA02990 Other Repair
49.JE01010 Rental and Leasing
50.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. | |
| --- | --- | --- |
| Article 23:
The Articles of Incorporation were formulated on June 19, 1975.
The 1st amendment was made on July 3, 1975.
The 2nd amendment was made on June 13, 1978.
The 3rd amendment was made on May 5, 1979.
The 4th amendment was made on September 25, 1980.
The 5th amendment was made on October 25, 1980.
The 6th amendment was made on February 18, 1983.
The 7th amendment was made on December 27, 1988.
The 8th amendment was made on November 6, 1989.
The 9th amendment was made on April 8, 1990.
The 10th amendment was made on November 5, 1990.
The 11th amendment was made on February 22, 1991.
The 12th amendment was made on July 20, 1991.
The 13th amendment was made on February 22, 1992.
The 14th amendment was made on May 1, 1993.
The 15th amendment was made on June 25, 1994.
The 16th amendment was made on June 24, 1995.
The 17th amendment was made on November 2, 1996.
The 18th amendment was made on April 15, 1999.
The 19th amendment was made on January 7, 2000.
The 20th amendment was made on April 29, 2000.
The 21st amendment was made on April 24, 2001.
The 22nd amendment was made on May 31, 2002.
The 23rd amendment was made on May 15, 2003.
The 24th amendment was made on June 14, 2005.
The 25th amendment was made on June 14, 2006.
The 26th amendment was made on June 13, 2008. | Article 23:
The Articles of Incorporation were formulated on June 19, 1975.
The 1st amendment was made on July 3, 1975.
The 2nd amendment was made on June 13, 1978.
The 3rd amendment was made on May 5, 1979.
The 4th amendment was made on September 25, 1980.
The 5th amendment was made on October 25, 1980.
The 6th amendment was made on February 18, 1983.
The 7th amendment was made on December 27, 1988.
The 8th amendment was made on November 6, 1989.
The 9th amendment was made on April 8, 1990.
The 10th amendment was made on November 5, 1990.
The 11th amendment was made on February 22, 1991.
The 12th amendment was made on July 20, 1991.
The 13th amendment was made on February 22, 1992.
The 14th amendment was made on May 1, 1993.
The 15th amendment was made on June 25, 1994.
The 16th amendment was made on June 24, 1995.
The 17th amendment was made on November 2, 1996.
The 18th amendment was made on April 15, 1999.
The 19th amendment was made on January 7, 2000.
The 20th amendment was made on April 29, 2000.
The 21st amendment was made on April 24, 2001.
The 22nd amendment was made on May 31, 2002.
The 23rd amendment was made on May 15, 2003.
The 24th amendment was made on June 14, 2005.
The 25th amendment was made on June 14, 2006.
The 26th amendment was made on June 13, 2008. | The amendment date is added. |
| The 27th amendment was made on June 10, 2009. | The 27th amendment was made on June 10, 2009. | |
|---|---|---|
| The 28th amendment was made on June 17, 2010. | The 28th amendment was made on June 17, 2010. | |
| The 29th amendment was made on June 15, 2012. | The 29th amendment was made on June 15, 2012. | |
| The 30th amendment was made on June 23, 2014. | The 30th amendment was made on June 23, 2014. | |
| The 31st amendment was made on June 15, 2015. | The 31st amendment was made on June 15, 2015. | |
| The 32nd amendment was made on June 16, 2016. | The 32nd amendment was made on June 16, 2016. | |
| The 33rd amendment was made on June 12, 2018. | The 33rd amendment was made on June 12, 2018. | |
| The 34th amendment was made on June 13, 2019. | The 34th amendment was made on June 13, 2019. | |
| The 35th amendment was made on June 12, 2020. | The 35th amendment was made on June 12, 2020. | |
| The 36th amendment was made on July 29, 2021. | The 36th amendment was made on July 29, 2021. | |
| The 37th amendment was made on June 15, 2022. | The 37th amendment was made on June 15, 2022. | |
| The 38th amendment was made on June 13, 2023. | The 38th amendment was made on June 13, 2023. | |
| The 39th amendment was made on June 12, 2024. | The 39th amendment was made on June 12, 2024. | |
| The 40th amendment was made on June 11, 2025. | The 40th amendment was made on June 11, 2025. | |
| The 41th amendment was made on June 11, 2026. |
34
(Appendix 1)
SYSCOM COMPUTER ENGINEERING CO.
Rules of Procedure for Shareholders' Meetings
Article 1: To establish an excellent governance system for the Company's shareholders' meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the provisions of Article 5 of the Corporate Governance Best Practice Principles for TWSE / TPEx Listed Companies for compliance.
Article 2: Unless otherwise stipulated by laws or regulations, the rules of procedure for the Company's shareholders' meeting shall be governed by these Rules.
Article 3: Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.
Changes to the method of convening the shareholders' meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the notice of the shareholders' meeting is sent.
Thirty days before the Company convenes an annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders' meeting agenda and upload them to the Market Observation Post System (MOPS).
Meanwhile, twenty-one days before the Company convenes an annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders' meeting agenda handbook and the supplementary materials and upload them to the MOPS. Fifteen days before the Company convenes a shareholders' meeting, it shall prepare the shareholders' meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock affairs agency. The Company shall provide said handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders' meeting in the following methods:
- When a physical shareholders' meeting is convened, such materials shall be distributed on-site at the shareholders' meeting.
35
-
When a physical shareholders' meeting is convened, supplemented by a video conference, such materials shall be distributed on-site at the shareholders' meeting, and an electronic file of such materials shall be uploaded to the video conference platform.
-
When a shareholders' meeting is convened by video conference, an electronic file of such materials shall be sent to the video conference platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and the public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders' meeting. None of the above matters may be raised by an extempore motion.
Where an election of all directors and their inauguration date shall be stated in the notice of the shareholders' meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of outstanding shares may submit to the Company a proposal for discussion at an annual general meeting of shareholders. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder's proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors.
A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before an annual shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholders' proposals in writing or by electronic means and the location and time period for their
36
submission; the period for acceptance of shareholders' proposals may not be fewer than 10 days.
Each of such proposals is limited to 300 characters, and no proposal containing more than 300 characters will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting of shareholders and take part in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for any shareholders' proposals not included in the agenda.
Article 4: For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company at least five days before the date of the shareholders' meeting. When a duplicate proxy form is served, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy form.
Once a proxy form is received by the Company, if the shareholder wishes to attend the shareholders' meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders' meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Once the proxy form is received by the Company, in the case that the shareholder intends to attend the shareholders' meeting by video conference, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders' meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Article 5: The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to independent directors' opinions with respect to the place and time of the meeting.
When the Company convenes a shareholders' meeting by video conference, it is
37
not subject to the restriction on the venue of the meeting under the preceding paragraph.
Article 6: The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”), and other matters that shall be noted.
The time at which shareholders’ sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders' meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders' meeting in person.
Shareholders shall attend the shareholders’ meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be furnished.
When the government or a juridical person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juridical person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
If the shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders' meeting.
If the shareholders' meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.
38
Article 6-1: When the Company convenes the shareholders' meeting by video conference, the information below shall be stated in the meeting notice:
-
Shareholders' methods of participating in the video conference and exercising their rights.
-
The response to the obstacles to the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:
(1) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such obstacles cannot be resolved.
(2) Shareholders who did not register to participate in the original shareholders' meeting by video conference shall not participate in the meeting to be postponed or resumed.
(3) When a physical shareholders' meeting is convened, supplemented by a video conference, if the video conference cannot continue, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders' meeting reaches the number as required by law, the shareholders' meeting shall continue. For shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to abstain for all motions resolved at the shareholders' meeting.
(4) The handling method in the event that the resolution results of all motions have been announced, while extempore motions have not been resolved.
- When a shareholders' meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be specified.
Article 7: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is such a position as managing director, Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to not make such a designation, the managing directors or directors shall select from among themselves one person to serve as the chair.
39
When a managing director or a director serves as the chair, as referred to in the preceding paragraph, the managing director or director shall have held that position for six months or more with great understanding of the Company’s financial position. The same shall apply if the chair is served by the representative of an institutional director.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors. If a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, CPAs, or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Article 8: The Company shall making an audio and video recording of the entire proceedings of a shareholders’ meeting and preserve the recordings for at least one years.
If a shareholders’ meeting is convened by video conference, the Company shall keep records of shareholders’ registration, sign-in, questions raised, and voting and the Company’s vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.
If a shareholders’ meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.
Article 9: Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in and the sign-in record on the video conferencing platform plus the number of shares whose voting rights are exercised in writing or by electronic means.
The chair shall call the meeting to order upon the meeting time and disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total
40
number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent less than one third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned. If a shareholders' meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.
If there are not enough shareholders representing at least one third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders' meeting will be convened within one month. If a shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with Article 6. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10: If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene other than the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution by the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders to continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been
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discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, their shareholder account number, and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech is not in alignment with the subject on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes; however, if the shareholder's speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juridical person shareholder appoints two or more representatives to attend a shareholders; meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
If a shareholders' meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 characters, and the provisions of paragraphs 1 to 5 shall not apply.
If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
Article 12: Voting at shareholders' meetings shall be calculated based on numbers of shares. The non-voting shares held by shareholders shall not be counted toward the total number of outstanding shares for any resolution to be adopted at a shareholders' meeting.
A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the Company's interest, shall not vote nor exercise
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the voting right on behalf of another shareholder.
Shares for which voting right cannot be exercised as provided in the preceding paragraph shall not be counted toward the number of votes of shareholders present at the meeting.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting rights represented by them shall not exceed 3% of the total number of the Company's voting shares, otherwise, the portion of excessive voting rights shall not be counted.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholders' meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder's exercise of voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders' meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph two days before the shareholders' meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised in writing or by electronic means shall prevail. If the shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders' meeting, the voting right exercised by the attending proxy at the meeting shall prevail.
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Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Scrutineers and vote counting personnel for the voting on proposals shall be appointed by the chair, provided that all scrutineers be shareholders of the Company.
Vote counting for proposals or elections at a shareholders' meeting shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and recorded.
When a shareholders' meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.
When a shareholders' meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.
If a shareholders' meeting is convened, along with a video conference held at the same time, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6, intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference.
Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders'
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meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.
Article 14: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and those failed to be elected and the numbers of votes they won.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept properly for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
Said distribution may be announced through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
When a shareholders' meeting is convened by video conference, the minutes of the shareholders' meeting shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph. When a shareholders' meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders' meeting.
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Article 16: The Company shall, on the day of the shareholders' meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders' meeting. When a shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting.
When a shareholders' meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting. If any resolutions by the shareholders' meeting are material information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation, the Company shall upload the content to the MOPS prior to a deadline.
Article 17: Staff handling administrative affairs of a shareholders' meeting shall wear an identification badge or an armband.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification badge or an armband, reading "Proctor."
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
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A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: When a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations, and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.
Article 20: When a shareholders' meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.
Article 21: When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
When a shareholders' meeting is convened by video conference the chair shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-24, paragraph 24 of the Regulations Governing the Administration of Shareholder Services of Public Companies; and that the requirement on the date of the meeting postponed or resumed within five days due to any natural disasters, accidents, or other force majeure events that have obstructed the video conference platform or the participation in the video conference for more than 30 minutes under Article 182 of the Company Act shall not apply before the chair declares the meeting adjourned.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the meeting postponed or resumed.
For the meeting to be postponed or resumed under paragraph 2, shareholders who have registered to participate in the original shareholders' meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders' meeting shall be included in the total number of attending shareholders' shares, voting rights, and voting rights for elections at the meeting postponed or resumed.
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When a shareholders meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.
When the Company convenes a shareholder’s meeting, supplemented by a video conference, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2.
When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders' meeting.
When the Company postpones or resumes the meeting in accordance with paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders' meeting and the provisions of this article.
Based on the period under Article 12, second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders' meeting at a date as per paragraph 2.
Article 22: When the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders’ meeting by video conference.
Article 23: These Rules and all amendments thereto shall take effect upon approval by a shareholders’ meeting.
Article 24: These Rules were formulated on June, 24, 1995.
The 1st amendment was made on April 18, 1998.
The 2nd amendment was made on April 15, 1999.
The 3rd amendment was made on May 31, 2002.
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The 4th amendment was made on June 14, 2006.
The 5th amendment was made on June 15, 2012.
The 6th amendment was made on June 23, 2014.
The 7th amendment was made on June 12, 2020.
The 8th amendment was made on July 29, 2021.
The 9th amendment was made on June 15, 2022.
(Appendix 2)
Articles of Incorporation of Syscom Computer Engineering Company
Chapter I General Provisions
Article 1: The company is incorporated in accordance with the Company Act and named 凌群電腦股份有限公司. The English name is Syscom Computer Engineering Company.
Article 2: The scope of the Company's business is as follows:
- E601010 Electric Appliance Construction
- E603050 Automatic Control Equipment Engineering
- E605010 Computer Equipment Installation
- E701010 Telecommunications Engineering
- E701020 Satellite Television KU Channels and Channel C Equipment Installation
- E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
- E701040 Simple Telecommunications Equipment Installation
- EZ05010 Instrument and Meters Installation Engineering
- EZ99990 Other Engineering
- F108031 Wholesale of Medical Devices
- F113010 Wholesale of Machinery
- F113030 Wholesale of Precision Instruments
- F113050 Wholesale of Computers and Clerical Machinery Equipment
- F113070 Wholesale of Telecommunication Apparatus
- F113110 Wholesale of Batteries
- F113990 Wholesale of Other Machinery and Tools
- F118010 Wholesale of Computer Software
- F119010 Wholesale of Electronic Materials
- F199990 Other Wholesale Trade
- F208031 Retail Sale of Medical Apparatus
- F213030 Retail Sale of Computers and Clerical Machinery Equipment
- F213040 Retail Sale of Precision Instruments
- F213050 Retail Sale of Measuring Instruments
- F213060 Retail Sale of Telecommunication Apparatus
- F218010 Retail Sale of Computer Software
- F219010 Retail Sale of Electronic Materials
- F299990 Retail Sale of Other Products
- F401010 International Trade
- F601010 Intellectual Property Rights
- G202010 Parking area Operators
- G903010 Telecommunications Enterprises
- I103060 Management Consulting
- I301010 Information Software Services
- I301020 Data Processing Services
- I301030 Electronic Information Supply Services
- I501010 Product Designing
- I599990 Other Designing
- J202010 Industry Innovation and Incubation Services
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- J303010 Magazine (Periodical) Publishing
- J304010 Book Publishing
- JA02010 Electric Appliance and Electronic Products Repair
- JA02990 Other Repair
- JE01010 Rental and Leasing
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: When the Company is a limited liability shareholder at another company, its total investment is not subject to the limit of 40% of the total paid-in capital under Article 13 of the Company Act.
Article 3: The Company may provide guarantees to external entities for business needs.
Article 4: The Company is headquartered in Taipei City and may establish branches at home and abroad when necessary with a resolution adopted by the Board of Directors.
Article 5: Deleted.
Chapter II Shares
Article 6: The Company's total capital is NT$1.57 billion, which is divided into 157 million shares with a par value of NT$10 per share, and the Board of Directors is authorized to issue them in tranches. Of the above capital, NT$300 million is divided into 30 million shares, with a par value of NT$10 per share, for subscription by employees who exercise their stock warrants or corporate bonds with warrants. Such shares may be issued in tranches, and the Board of Directors is authorized to handle it in accordance with the Company Act and relevant laws and regulations.
Article 7: Deleted.
Article 8: The Company's shares are generally registered and are issued after being signed or sealed by the directors representing the Company and certified in accordance with the law. The Company may be exempted from printing stock certificates and shall register with the centralized securities depository enterprise when issuing shares.
Article 9: The change of name and transfer of shares shall be suspended within 60 days before an annual shareholders' meeting, within 30 days before an extraordinary shareholders' meeting, or within 5 days before the record date of payout of dividends, bonuses, or other benefits.
Article 9-1: The Company's stock affairs shall be handled in accordance with the relevant laws and regulations and the regulations of the competent authority.
Chapter III Shareholders' Meeting
Article 10: There are annual and extraordinary shareholders' meetings. The Board of Directors shall convene the annual meeting once a year within six months after the end of each fiscal year. Extraordinary meetings may be convened at any time as needed.
The Company may convene shareholders' meeting by video conference or in other methods as announced by the central competent authority.
Article 11: Any shareholder who is unable to attend a shareholders' meeting for any reason may appoint a proxy to attend the meeting by presenting a letter of attorney printed by the Company, indicating the scope of the authorization.
Article 12: Each of the Company's shareholders shall be entitled to one vote for each
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share held unless otherwise stipulated by laws and regulations.
Article 13: Unless otherwise provided by the Company Act, resolutions by a shareholders' meeting shall be adopted by more than half of the voting rights represented by shareholders at such a meeting attended by shareholders representing more than half of the total outstanding shares.
Chapter IV Board of Directors and Audit Committee
Article 14: The Company shall have 5 to 7 directors on the Board. The term of office is 3 years. The shareholders' meeting shall elect such directors from candidates with the legal capacity, and they can be re-elected.
Of said number of the Company's directors, the number of independent directors shall not be fewer than three and shall not be fewer than one-third of the total number of directors. Directors (including independent directors) shall be elected through a candidate nomination system by the shareholders' meeting from a list of candidates for directors (including independent directors).
The professional qualifications, shareholding, restrictions on positions held concurrently, nomination and appointment methods, and other matters to be complied with for independent directors shall be governed by the relevant regulations of the competent securities authority.
Article 14-1: The Company has established an Audit Committee in accordance with the Securities and Exchange Act, and the committee is formed by all independent directors.
The Audit Committee's responsibilities, charter, exercise of powers, and other matters to be complied with shall be handled in accordance with the competent securities authority's and the Company's relevant regulations.
Article 15: The Board of Directors shall be formed by the directors, and the Chairman shall be elected by more than half of the attending directors from among themselves at a Board meeting attended by more than two-thirds of all directors. The Chairman represents the Company externally.
Article 16: A Board meeting shall be convened by the Chairman, and the resolutions shall be adopted by more than half of the attending directors from among themselves at a Board meeting attended by more than two-thirds of all directors, unless otherwise provided by the Company Law and the Articles of Incorporation. If a director is unable to attend in person for any reason, they may appoint another director as their proxy. In addition, when a Board meeting is convened by video conference, the directors who participate in the meeting by video conference shall be deemed to have attended the meeting in person.
Article 16-1: When a Board meeting is to be convened, the reasons shall be stated in a meeting notice, which shall then be sent to all directors at least seven days in advance. However, in the event of an emergency, a Board may be convened at any time.
The notice referred to in the preceding paragraph may be sent in writing or by fax or email.
Article 17: If the Chairman is on leave or is unable to exercise his powers for any reason, his substitute shall be handled in accordance with Article 208 of the Company Act.
Article 18: The Board of Directors is authorized to determine the remuneration to the Chairman and directors based on their involvement in the Company's
operations, the values of their contributions, and the general standard in the industry. All directors may be paid with honoraria depending on the actual situation.
Article 18-1: The Company may purchase liability insurance for directors during their terms in accordance with the law for the scope of their duties, to reduce and diversify the risk of material damage to the Company and shareholders due to illegal acts committed by a director.
Chapter V Managers
Article 19: The Company may engage managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Chapter VI Accounting
Article 20: The Board of Directors shall prepare (1) business report, (2) financial statements, and (3) statement of Earnings distribution and deficit compensation at the end of each fiscal year and submit them to the annual shareholders' meeting for ratification.
Article 21: If the Company makes a profit in a fiscal year, it shall allocate no less than 3% of the balance as employee remuneration. In the aforementioned remuneration of employees, no less than 20% of such remuneration shall be distributed to the entry-level employees, which shall be distributed in stock or cash as per the resolution by the Board of Directors. The recipients shall include employees of the controlling company or subsidiaries who met certain criteria. The distribution of employee remuneration shall be reported to the shareholders' meeting. However, when the Company still has a cumulative deficit, it shall reserve an amount to compensate it first and then allocate an amount for employee remuneration according to the percentage set out in the preceding paragraph.
Article 21-1: Where the Company made a profit in a fiscal year, the profit shall be first used for paying taxes, offsetting the cumulative deficit, setting aside 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company's paid-in capital, setting aside an amount for or reversing a special reserve in accordance with laws and regulations, and then any remaining profit, together with any undistributed earnings, shall be adopted by the Company's Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders' meeting for a resolution before distribution of bonuses to shareholders.
The Company distributes dividends and bonuses, all or part of the legal reserve and capital reserve. Proposal for distribution in cash shall subject to majority vote at a board meeting attended by over two-thirds of the directors and adopted by the shareholders' meeting.
Article 21-2: To ensure the Company's stable growth, sustainable development, and long-term development, the Company considers the its future capital needs and long-term financial planning and distributes dividends with a moderate combination of cash and stock dividends, with balanced and stable dividends maintained, while determining the type, amount, and time of the dividends to be distributed as per the year's profit, capital budget planning, and capital amount. The Company shall distribute cash dividends at no less than 10% of
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the total dividends to be distributed in the year; however, if it has more abundant surplus and capital in the future, it may raise said percentage.
Chapter VI Supplementary Provisions
Article 22: Matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act.
Article 23: The Articles of Incorporation were formulated on June 19, 1975.
The 1st amendment was made on July 3, 1975.
The 2nd amendment was made on June 13, 1978.
The 3rd amendment was made on May 5, 1979.
The 4th amendment was made on September 25, 1980.
The 5th amendment was made on October 25, 1980.
The 6th amendment was made on February 18, 1983.
The 7th amendment was made on December 27, 1988.
The 8th amendment was made on November 6, 1989.
The 9th amendment was made on April 8, 1990.
The 10th amendment was made on November 5, 1990.
The 11th amendment was made on February 22, 1991.
The 12th amendment was made on July 20, 1991.
The 13th amendment was made on February 22, 1992.
The 14th amendment was made on May 1, 1993.
The 15th amendment was made on June 25, 1994.
The 16th amendment was made on June 24, 1995.
The 17th amendment was made on November 2, 1996.
The 18th amendment was made on April 15, 1999.
The 19th amendment was made on January 7, 2000.
The 20th amendment was made on April 29, 2000.
The 21st amendment was made on April 24, 2001.
The 22nd amendment was made on May 31, 2002.
The 23rd amendment was made on May 15, 2003.
The 24th amendment was made on June 14, 2005.
The 25th amendment was made on June 14, 2006.
The 26th amendment was made on June 13, 2008.
The 27th amendment was made on June 10, 2009.
The 28th amendment was made on June 17, 2010.
The 29th amendment was made on June 15, 2012.
The 30th amendment was made on June 23, 2014.
The 31st amendment was made on June 15, 2015.
The 32nd amendment was made on June 16, 2016.
The 33rd amendment was made on June 12, 2018.
The 34th amendment was made on June 13, 2019.
The 35th amendment was made on June 12, 2020.
The 36th amendment was made on July 29, 2021.
The 37th amendment was made on June 15, 2022.
The 38th amendment was made on June 13, 2023.
The 39th amendment was made on June 12, 2024.
The 40th amendment was made on June 11, 2025.
SYSCOM COMPUTER ENGINEERING CO.
Chairman: Jui-Fu Liu
(Appendix 3)
SYSCOM COMPUTER ENGINEERING CO.
Shareholdings of Directors
I. As per Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares held by the Company's all directors is as follows:
Number of ordinary shares issued by the Company 100,000,000 shares
Number of shares held by all directors as required by law 8,000,000 shares
II. As of the book closure date on April 13, 2026 for the 2026 Annual Shareholders' Meeting, the number of shares held by all directors has reached the percentage stipulated in Article 26 of the Securities and Exchange Act.
| Job title | Name | Number of shares held | Percentage (%) |
|---|---|---|---|
| Chairman | Jui-Fu Liu | 18,346,787 | 18.35 |
| Director | Jui-Lung Liu | 402,562 | 0.40 |
| Director | Po-Wen Wang | 0 | 0 |
| Director | Chih-Chun Liu | 9,615,240 | 9.62 |
| Independent Director | Chung-Lieh Kuo | 0 | 0 |
| Independent Director | So-Yun Cheng | 1,254 | 0 |
| Independent Director | Feng-Chiu Yu | 1,273 | 0 |
| Number of shares held by all directors | 28,367,116 | 28.37 |
The Company has established an Audit Committee, so the number of shares legally required to be held by supervisors does not apply.