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T3EX — AGM Information 2025
Jun 6, 2025
52176_rns_2025-06-06_6b07e108-1658-48e9-8dd9-d928b487ea50.pdf
AGM Information
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Stock Code: 2636
T3EX Global Holdings Corp.
2025 Annual Shareholders' Meeting
Meeting Agenda
(Translation)
Disclaimer:
This is a translation of the agenda for 2025 Annual General Shareholders' Meeting of T3EX Global Holdings Corp. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Table of Contents
| I. Meeting Procedure | $\overline{2}$ |
|---|---|
| II. Meeting Agenda | 3 |
| 1. Report Items | 4 |
| 2. Recognition Items | 5 |
| 3. Discussion Items | 5 |
| 4. Extemporary motion | 5 |
| 5. Meeting Adjourned | 5 |
| III. Attachments | |
| 1. 2024 Business Reports | 6 |
| 2. Audit Committee's Review Report | 11 |
| 3. Independent Auditors' Report and 2024 Consolidated Financial Statements | 12 |
| 4. Independent Auditors' Report and 2024 Parent Company Only Financial Statements | 20 |
| 5. Profit Distribution Table Year 2024 | 28 |
| 6. Comparison table for Articles of Incorporation before and after the amendment | 29 |
| IV. Appendices | |
| 1. Articles of Incorporation | 30 |
| 2. Rules of Procedure for Shareholder Meetings | 37 |
| 3. Shareholdings of Directors | 51 |
I. Meeting Procedure
-
- Call the Meeting to Order
-
- Chairman's Address
-
- Report Items
-
- Recognition Items
-
- Discussion Items
-
- Extemporary Motion
-
- Meeting Adjourned
II. Meeting Agenda:
T3EX Global Holdings Corp.
2025 Annual General Shareholders' Meeting Agenda
Method of Convening the Meeting: Hybrid Shareholders' Meeting
Time: 9:30 a.m., May 26, 2025, Monday
Place: T3 Coworking Space Co., Ltd.
(17F., No. 563, Sec. 4, Zhongxiao E. Rd., Xinyi Dist., Taipei City 110, Taiwan)
E-Meeting Platform: "E-Voting platform" by Taiwan Depositary & Clearing Corporation
(https://stockservices.tdcc.com.tw)
Attendants: All shareholders or their proxy holders
Chair: Li-Chiu Chang, Chairman
-
- Chair's Address
-
- Report Items
- (1) 2024 Business Report
- (2) Audit Committee Review Report
- (3) 2024 Employees' and Directors' Compensation
- (4) To report 2024 earnings distribution in the form of cash dividend
- (5) The Status of 2024 Endorsement and Guarantee
-
- Recognition Items
- (1) Adoption of the 2024 Business Report and Financial statements
- (2) Adoption of the Proposal for Distribution of 2024 Profits
-
- Discussion Items
- (1) Amendment to the Company's Articles of Incorporation
-
- Extemporary Motion
-
- Meeting Adjourned
1. Report Items
Report No.1
2024 Business Reports.
Explanation:
Please refer to Attachment 1 (page 6-10) for details.
Report No.2
Audit Committee Review Report.
Explanation:
Please refer to Attachment 2 (page 11) for details.
Report No.3
2024 Employees' and Directors' Compensation.
Explanation:
Distribution of NT\$6,605,000 and NT\$8,000,000 in cash as remunerations to employees and directors, respectively, have been approved by the meeting of the Board of Directors held on March 6, 2025.
Report No.4
To report 2024 earnings distribution in the form of cash dividend. Explanation:
T3ex Articles of Incorporation authorize the Board of Directors to approve half of year cash dividends. The amounts and payment dates of 2024 cash dividends are demonstrated in the table below:
| Year | Approval Date (year/month/day) |
Payment Date (year/month/day) |
Cash Dividends Per Share (NT\$) |
Total Amount (NT\$) |
|---|---|---|---|---|
| 2024H1 | 2024/08/08 | 2024/12/27 | 3.0 | 410,883,690 |
| 2024H2 | 2025/03/06 | Undetermined | 3.0 | 410,883,690 |
| Total | 6.0 | 821,767,380 |
Report No.5
The status of 2024 endorsement and guarantee. Explanation:
Expressed in thousands of New Taiwan dollars
| Company name of making endorsements/ guarantees |
Company name of endorsements/ guarantees for |
Accumulated Remains |
Actual usage amount |
Endorsement of the property- based guarantee |
|---|---|---|---|---|
| THI Group Limited (H.K.) |
T-SC Factoring Co., Ltd. | 157,296 | 70,284 | 101,587 |
| THI Group Limited (H.K.) |
T3EX Global Holdings Corp. |
1,474,650 | 1,208,000 | 1,474,650 |
| THI Group Limited (H.K.) |
T.H.I Logistics(Hong Kong) Co., Limited |
32,770 | ||
| T.H.I. Group (Shanghai) Ltd. |
T-SC Factoring Co., Ltd. | 501,457 | 148,275 | 185,631 |
| T.H.I. Singapore Pte. Ltd. |
T3EX Global Holdings Corp. |
124,526 | 50,000 | 62,263 |
2. Recognition Items
(1) Proposal: (Proposed by the Board)
Adoption of the 2024 business report and financial statements.
Explanation:
- i. The Company's 2024 financial statements were audited by independent auditors, PEGGY CHEN and CHI-LUNG YU of KPMG Firm.
- ii. The 2024 business report, independent auditors' audit report, and the above-mentioned financial statements were attached in the Meeting Agenda, please refer to Attachment 1, 3 and 4. (page 6-10, 12~27).
Resolution:
(2) Proposal: (Proposed by the Board)
Adoption of the proposal for distribution of 2024 profits.
Explanation:
The board has resolved the cash dividends for the distribution of 2024 profits. Please refer to Attachment 5 for Profit Distribution Table 2024. (page 28).
Resolution:
3. Discussion Items
(1) Proposal: (Proposed by the Board)
Amendment to the Company's Articles of Incorporation.
Explanation:
Please refer to Attachment 6 (pages 29) for the comparison table of the amendments Resolution:
4. Extemporary Motion
5. Meeting Adjourned
Attachment 1: 2024 Business Report
On behalf of all employees of T3EX Global Holdings Corp. we would like to express our sincere gratitude to the shareholders. Thanks to your trust and support for our company over the past year, T3EX Global Holdings has been able to navigate the highly competitive market environment steadily. We will continue to pursue excellence, constantly strengthen our core competitiveness, and strive to become a leading global service provider of comprehensive logistics and supply chain, creating long-term and sustainable value for our shareholders.
T3EX Global Holdings has achieved remarkable results across various business areas by adhering to a strategy of agility in response and stable management. In 2024, T3EX Global Holdings' consolidated revenue was NTD 25.446 billion, with a gross profit of NT\$3.886 billion, a net profit after tax of NT\$1.354 billion, earnings per share of NT\$9.39, and a net asset value per share of NT\$73.47.
In response to the fluctuations in the global shipping market, we have actively adjusted our strategies to adapt flexibly. In the fiscal year of 2024, our Sea Freight business revenue reached NT\$14.899 billion, representing a YOY growth of 102.67%, demonstrating strong operational performance. Along with the global economic recovery, international trade demand has rebounded. However, the Red Sea crisis and geopolitical risks have limited the capacity of major shipping routes, pushing up market freight rates. Additionally, the IMO 2023 environmental regulations have prompted shipping companies to accelerate their low-carbon transitions, further increasing operational costs. In the first half of the year, the Red Sea crisis affected European and American routes, causing some shipping companies to reroute via the Cape of Good Hope, which resulted in longer transportation time and impacted supply chain stability. Facing these challenges, we strengthened cooperation with major carriers to ensure stable capacity, optimized route configurations to enhance transportation efficiency, successfully fulfilled customer demands, and continuously improved our market competitiveness.
In 2024, our Air Freight business revenue reached NT\$5.772 billion, marking a year-on-year growth of 73.97%, showcasing outstanding performance. The strong demand for e-commerce in the air freight market drove the growth of air freight demand on routes from the Asia-Pacific to North America and Europe. However, global economic uncertainties and weak consumer spending affected the pace of cargo volume recovery. In the first half of the year, fluctuations in the shipping market led to high valueadded goods shifting to air freight, driving up freight rates in the short term. In the second half, as the supply chain gradually adapted, freight rates stabilized. Additionally, with the gradual resumption of international flights, the increase in capacity supply led to a balance between market supply and demand. We actively expanded routes from the Asia-Pacific to North America and Europe, optimized transportation efficiency, and strengthened cooperation with major airlines to ensure stable capacity during peak seasons. Meanwhile, we continuously optimized our freight management system to improve operational efficiency and reduce costs, effectively enhancing our market competitiveness.
The Railway Freight 2024 revenue reached NT\$1.798 billion, representing a year-on-year growth of
80.48%. The European economy showed a moderate recovery, and the rebound in import and export trade drove the growth of China-Europe railway freight demand. Although high inflation and energy price fluctuations have suppressed consumer spending, the recovery of the manufacturing industry boosted the demand for the transportation of raw materials and parts. Additionally, due to the significant increase in sea freight rates in the first half of the year, some high value-added goods were diverted to the China-Europe railway, promoting the effect of order transfers. With its stable transit times and cost advantages, China-Europe Railway has successfully attracted more companies to adopt it and promoted business growth.
2024 Domestic Logistics business revenue was NT\$2.977 billion, marking a year-on-year growth of 0.66%. Although the Chinese domestic logistics market showed steady growth in 2024, domestic consumer demand remained relatively weak, particularly in the consumer goods sector, which was still affected by factors such as high inflation, geopolitical risks, and low consumer confidence. In addition, the growth rate of the lithium battery market slowed down. Despite the constant growth in demand for new energy vehicles and energy storage, the reduction in subsidies and the pressure of overcapacity led to a decline in lithium battery prices. This caused major manufacturers to adjust their inventories and reduce imports of lithium ore, which in turn affected related logistics demand. Regardless of facing a sluggish market, we maintained business stability through prudent strategies.
In response to constant market changes, the company actively adjusts its operational strategies and strengthens partnerships with key customers. We continuously monitor market trends and adapt flexibly to challenges to ensure steady growth. We shall as well gradually adjust our direction of operations along with the global supply chain to further enhance our competitiveness. Additionally, the company has successfully obtained ISO 27001 certification, which is a significant achievement in the field of information security. This certification will further strengthen our information security management system, ensuring the safety of customer data and the stability of business operations. In the future, we shall continue to enhance our information security competences in accordance with ISO 27001 standards. ensuring the continuity and security of customer services, and laying a more solid foundation for the company's long-term development.
2025Business Outlook
Looking ahead to 2025, global trade volumes are expected to be more optimistic compared to 2024. As inflationary pressures gradually ease, major economies may enter a cycle of interest rate cuts, which is expected to increase consumer disposable income, further stimulating consumer demand and enhancing corporate investment willingness. However, it is essential to remain cautious of the multiple challenges that the global economy still faces. These include the impact of labor strikes on supply chain stability, rising geopolitical risks in the Middle East, and the potential for new rounds of US-China trade friction due to Trump's unpredictable tariff policies. These factors intertwine to influence the global economic outlook, so we shall remain at a high level of sensitivity to market changes and formulate flexible and adaptive strategies.
1. Sea Freight Division
In 2025, the shipping market will face multiple external challenges, including excess capacity, geopolitical risks, and the US-China trade situation. However, as the global economy gradually overcomes inventory adjustments and inflationary pressures, the shipping industry is expected to recover steadily. Shipping companies can stabilize freight rates through capacity control strategies. With background of the two major economies of China and the United States simultaneously implementing fiscal and monetary policies to support economic development, freight demand is expected to recover steadily. The operations of the Ocean Freight Division are expected to grow steadily through 2025. Ocean Freight Division will continue to strengthen its designated cargo volume to balance the overall business structure, reduce operational volatility, and enhance risk resistance.
2. Air Freight Division
Benefiting from the booming cross-border e-commerce, the air freight business performed outstandingly in 2024, especially after successfully securing contracts with China's four major ecommerce companies, leading to a significant increase in cargo volume and stable capacity cooperation with major airlines. As the global supply chain restructures, it is expected that more companies will relocate their production bases from China to Southeast Asia. Our Air Freight Division will actively expand into emerging markets such as Vietnam, Thailand, and Malaysia, and enhance localized services and new customers development. In the meantime, considering the increased demand for transshipment from Southeast Asia and Taiwan via Hong Kong to the United States, the division will further strengthen the function of the Hong Kong central terminal hub to improve transshipment efficiency. Furthermore, the Air Freight Division plans to actively participate in bids from major electronics manufacturers to increase the volume of electronic products and continuously optimize operational performance to improve gross profit margins. Overall, the Air Freight Division remains cautiously optimistic about the market outlook for 2025, and expects to achieve steady growth through diversified layouts and strategic initiatives.
- Railway Division
In 2024, the Railway Division successfully overcame the negative impacts of the Russia-Ukraine conflict and benefited from the transshipment opportunities brought by the Red Sea crisis, leading to significant revenue growth. Looking ahead to 2025, our focus will be further on the development of the China-Europe railway, strengthening business cooperation with European agents, and promoting the sea-rail intermodal transport mode to explore the European shipping market. At the same time, the Railway Division will continue to enhance supply chain management capabilities and optimize the digital tracking system to provide customers with more efficient and transparent logistics solutions, thereby strengthening market competitiveness.
4. Domestic Logistics Division
Due to the extended inventory adjustment cycle for lithium batteries within China and the nonstop
falling in prices across the upstream and downstream lithium mining industry, the import transportation business for lithium ore is expected to be relatively subdued in 2025. To address market challenges, the Domestic Logistics Division will adjust resource allocation and optimize customer structure, actively increase warehousing revenue, and expand into the Southeast Asian market to achieve income sources diversity. Additionally, we will actively participate in bids from major international manufacturers to enhance international logistics competitiveness. In response to changes in the global supply chain, our Domestic Logistics Division will strengthen the application of smart logistics technology to improve operational efficiency and service quality, ensuring steady business growth.
5. Supply Chain Financial Services
By utilizing the middle-class financial factoring service, T3EX Global Holdings flexibly allocates financial resources to our potential customers in the logistics sector. Through providing financial support, T3EX Global Holdings not only establishes strong relationship of mutual trust but also consolidates the foundations for long-term cooperation. In 2025, T3EX Global Holdings plans to optimize risk management mechanisms, enhance liquidity management, and expand cross-border financial services to improve the efficiency of capital operations. As the scale of customer business expands, T3EX Logistics is expected to undertake large-scale, high-quality logistics projects, further to increase its market share and brand influence.
Future Development and Strategy of the Group
Looking ahead to 2025, the Group will continue to focus on the business expansion of its four major divisions: sea, air, land, and rail. The Group will actively seize business opportunities brought by the restructuring of the global supply chain. In particular, in the context of increasing investment potential in Southeast Asia and Latin America, the Group will accelerate its overseas deployment to expand its market footprint and enhance its competitive advantage.
Along with the restructuring of supply chain, global production and logistics models are gradually transforming, especially with the rapid growth in demand for cross-border e-commerce and regional supply chains. The Group will deepen its market layout in Southeast Asia and Latin America based on market trends, further expanding warehousing, logistics distribution, and multimodal transport services to provide international customers with more flexible and efficient logistics solutions. At the same time, the Group will enhance cross-border multimodal transport services through the collaborative efforts of its four major divisions: sea, air, land, and rail, creating an integrated logistics platform.
Against the backdrop of increasingly complex global trade and growing demand for capital flow, the Group will continue to expand the application scope of supply chain financial services. By further integrating upstream and downstream resources of the supply chain, the Group aims to build a comprehensive
financial service ecosystem to meet the multi-level capital needs of customers across various industries.
In response to the rapid changes in the global economic environment, the Group will adopt flexible capital allocation strategies, conducting short, medium, and long-term funds allocation flexibly to ensure financial stability and enhance risk resistance. At the same time, the Group will continuously monitor market changes and actively seek out enterprises with strategic investment value worldwide, engaging in cooperation through joint ventures, mergers and acquisitions, and strategic alliances. Key investment regions include the United States, Europe, India, Africa, and Southeast Asia. The Group aims to find highquality and strategically valuable enterprises and collaborate through joint ventures, mergers and acquisitions, and strategic alliances to effectively integrate Group resources, creating a comprehensive logistics enterprise that provides one-stop services to meet diverse customer needs and enhance market competitiveness.
Chairman: Li-Chiu Chang General Manager: David Yen Accounting Management: Alicia Yu
Attachment 2: Audit Committee's Review Report
T3EX Global Holdings Corp. Audit Committee's Review Report
Date: March 6, 2025
The Board of Directors has prepared the Company's Business Report, Financial Statements, and Earnings Distribution Proposal for the year of 2024. PEGGY CHEN and CHI-LUNG YU, Certified Public Accountants of KPMG, have audited the Financial Statements. The 2024 Business Report, Consolidated Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of the Company. We hereby submit this report according to Article 14- 4 of the Securities and Exchange Act and Article 219 of the Company Act.
Submitted to:
2025 Annual Shareholders' Meeting of the Company
Chairman of the Audit Committee Jiin Shian Chen
Attachments 3: Independent Auditors' Report and 2024 Consolidated Financial Statements
Independent Auditors' Report
To the Board of Directors of T3EX Global Holdings Corp. Opinion
We have audited the consolidated financial statements of T3EX Global Holdings Corp. ("the Company"), and its subsidiaries ("the Group"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, the consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ( "IFRSs"), International Accounting Standards ( "IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee ( "IFRIC" ) or the former Standing Interpretations Committee ("SIC") endorsed and issued into effects by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
- Revenue recognition
Please refer to Note 4(m) "Revenue recognition" of consolidated financial statements and Note 6(s) "Revenue from contracts with customers" for the details of operating revenues of consolidated financial statements.
Description of key audit matter:
The Group mainly engages in sea and air freight forwarding, and total logistics solutions. Therefore, the revenue is a matter to the users of the consolidated financial statements. Consequently, this is one of the key assessment areas in our audit.
How the matter was addressed in our audit:
Understanding the internal control on revenue recognition applied by the management and assessing whether appropriate accounting policy is applied; performing the analysis on revenue from the top ten customers to verify whether or not any unusual transaction has incurred; performing the sampling procedures to verify records and supporting document of the transactions; selecting a period before and after the reporting date to assess whether revenue recognized in the correct period.
- Goodwill and other intangible assets impairment assessment
Please refer to Notes 4(I) "Impairment of non-financial assets" of the consolidated financial statements, Note 5 for assumptions on the accounting estimates and assumptions on the impairment of goodwill and other intangible assets of consolidated financial statements, and Note 6(j) for the details of the intangible assets in consolidated financial statements.
Description of key audit matter:
The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas our audit focus on.
How the matter was addressed in our audit:
Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets; obtaining impairment assessment reports issued by an external expert engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.
- Accounts receivable evaluation
Please refer to Note 4(g) "impairment of financial assets" of consolidated financial statements, Note 5 "Estimation uncertainty of the impairment of the receivable" of consolidated financial statements and Note $6(d)$ "impairment of the receivables" of consolidated financial statements.
Description of key audit matter:
The Group deal with its main customers on credit, so Group's receivables are exposed to the credit risk. When the customer defaults, the receivables may be impaired. Since the collectability assessment of receivables depends on management's judgment. Consequently, this is one of the key assessment areas in our audit.
How the matter was addressed in our audit:
Understanding impairment policy applied to the receivables by the management; assessing whether it is based on appropriate accounting policies. Inquiring the management whether there was any receivable with difficulty to collect; performing a sampling procedure to check the correctness of the aging of receivables and to review the collection of receivables in the subsequent period to understand if there were any significant overdue receivables to evaluated the provisions for impairment of receivables are adequate.
Other Matter
T3EX Global Holdings Corp. has prepared its parent-company-only financial statements as of and for the vears then ended December 31, 2024 and 2023, on which we have expressed an unqualified opinion.
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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, 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.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- 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 auditor' s 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 and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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 resulting in this independent auditors' report are Pei-Chi Chen and Chi-Lung Yu.
KPMG
Taipei, Taiwan (Republic of China) March 6, 2025
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
| (English Translation of Consolidated Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES |
Consolidated Balance Sheets | $\frac{1}{2}$ |
|---|---|---|
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2024 | December 31, 2023 | December 31, 2024 | December 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current assets: Assets |
Amount | ☆ | Amount | $\sqrt{6}$ | Liabilities and Equity | Amount | ℅ | Amount | $\mathcal{E}_{0}$ | ||||
| 1100 | Cash and cash equivalents (notes $6(a)$ & $(y)$ ) | S | 6,154,901 | 29 | 5,639,642 | 34 | 2100 | Short-term bcrrowings (notes 6(1), (y), (ab) & 8) Current liabilities: |
6,388,905 S |
30 | 27 4,369,692 |
||
| 1110 | Current financial assets at fair value through profit or loss (notes 6(b) & (y)) | 186'6L | 100,833 | 2110 | Short-term notes and bills payable (notes 6(k) & (ab)) | 99,964 | |||||||
| 1120 | Current financial assets at fair value through other comprehensive income | 2150 | Notes payable | 11,820 | 14,440 | ||||||||
| notes $6(c)$ , $(y)$ & 8) | 2,698,603 | $\overline{13}$ | 1,050,247 | 6 | 2170 | Accounts payable | ,512,830 | ,037,446 | |||||
| 1150 | Notes receivable, net inote 6(d)) | 36,814 | 21,145 | 2180 | Accounts payable to related parties (note 7) | 2,558 | 1,070 | ||||||
| 1170 | Accounts receivable, net (note 6(d)) | 4,263,352 | $\overline{c}$ | 2,820,852 | 2219 | Other payables | ,533,125 | 1,217,646 | |||||
| 1180 | Accounts receivable due from related parties, net (notes 6(d) & 7) | 2,200 | 946 | 2230 | Current tax liabilities | 329,556 | 284,781 | ||||||
| 1476 | Other current financial assets (notes $6(k)$ & $8$ ) | 4,925,513 | 24 | 4,050,668 | 25 | 2280 | Current lease liabilities (notes 6(n), (y), (ab) & 7) | 215,883 | 224,294 | 2 | |||
| 1479 | Other current assets, others | 503,269 | 477,979 | 2399 | Other current liabilities, others | 108.671 | 57.174 | ||||||
| Current assets | 18.664.633 | 89 | 162.312 $\overline{14}$ |
86 | Current liabilities | 10.203.313 | 48 | 44 7.206.543 |
|||||
| Non-current assets: | Non-Current liabilities: | ||||||||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income notes $6(c)$ & $(y)$ ) |
161,196 | 183,767 | 2570 | Deferred tax liabilities | 77,301 | 86,393 | ||||||
| 1535 | Non-current financial assets at amortised cost, net (notes $\mathfrak{h}(\mathbf{e})$ & $(y)$ ) | 35,120 | 2580 | Non-current lease liabilities (notes $6(n)$ , $(y)$ , $(ab)$ , $x$ 7) | 208,128 | 185,549 | |||||||
| 1550 | Investments accounted for using equity method (note 6(f)) | 48,039 | 52,174 | 2640 | Net defined benefit liability, non-current (note 6(o)) | 45,743 | 52,505 | ||||||
| 1600 | Property, plant and equipment (notes 6(h) & 8) | 844,483 | 822,997 | 2645 | Guarantee deposits received | 26,533 | 2,950 | ||||||
| 1755 | Right-of-use assets (note 6(i)) | 414,546 | 399,805 | 2670 | Other non-current liabilities, others | 25,359 | 23,486 | ||||||
| 1805 | Goodwill (note 6(j)) | 500,150 | 497,792 | ç | Non-current liabilities | 383,064 | 350,883 | ||||||
| 1821 | 36,315 | 38,520 | Total liabilities | 10,586,377 | 50 | 46 7.557.426 |
|||||||
| 1840 | Other intangible assets, net (note 6(j)) | Equity attributable to owners of parent (notes $6(c)$ , $(g)$ & $(p)$ ): | |||||||||||
| 1920 | Deferred tax assets | 182,480 | 173,034 | 3110 | Ordinary shares | 1,433,912 | 1,433,912 | ||||||
| Refundable deposits (note 8) | 158,333 | 160,645 | 3200 | Capital surplus | 2,530,509 | 2 | 2,530,509 | $\tilde{5}$ | |||||
| 1980 | Other non-current financial assets (notes 6(k) & 8) | 5,015 | 4,774 | 3300 | Retained earnings | 5,210,874 | 25 | 4,810,286 | 29 | ||||
| 1995 | Other non-current assets, others | 16,681 | 18,807 | 3400 | Other equity | 1,284,223 | 241,713 | ||||||
| Non-current assets | 2,402,358 | Ξ | 2,352,315 14 | 3500 | Treasury shares | (397,530) | $\widehat{c}$ | (397, 530) | $\widehat{c}$ | ||||
| Equity attributable to owners of the Company | 10,061,988 | 48 | 8,618,890 | 52 | |||||||||
| Збхх | Non-controlling interests | 418,625 | $\mathbb{Z}$ | 338.311 | |||||||||
| Total equity | 10,480,614 | 50 | 54 8,957,201 |
||||||||||
| Total assets | S | 21,066,991 100 | 16,514,627 100 | Total liabilities and equity | 21,066,991 لما |
$\frac{8}{100}$ | 16,514,627 100 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| $\frac{0}{6}$ Amount Amount 100 4000 25,445,681 14,621,253 Operating revenue (notes $6(s)$ & 7) S 85 5000 21,559,855 11,703,775 Operating costs (notes $6(n)$ , $(0)$ , 7 & 12) 3,885,826 15 Gross profit from operations Operating expenses (notes $6(n)$ , $(0)$ , $(1)$ , $7 & 12$ ): 6100 Selling expenses 1,922,867 8 1,429,945 3 6200 721,841 596,426 Administrative expenses 129.736 6450 Expected credit losses (gains) (note $6(d)$ ) 2.013.350 Total operating expenses 2,774,444 11 1.111.382 $\overline{4}$ 904.128 Net operating income Non-operating income and expenses: 7010 Other income (note $6(u)$ ) 91,213 779,654 ٠ 7020 273,881 1 79,029 Other gains and losses (note $6(v)$ ) 7,966 10,088 7060 Shares of profit of associates accounted for using equity method, net (note $6(f)$ ) $\blacksquare$ 7100 377,576 $\overline{2}$ 308,329 Interest income (note $6(w)$ ) 7510 Financial costs (notes $6(n)$ , $(x)$ & 7) (111, 806) (103, 542) 3 Total non-operating income and expenses 638,830 1,073,558 $\boldsymbol{7}$ 1,750,212 1,977,686 Profit before tax $\overline{2}$ 428,952 7950 396,539 Less: Income tax expenses (note $6(p)$ ) 5 1,353,673 1,548,734 Profit 8300 Other comprehensive income: 8310 Item that may not be subsequently reclassified to profit or loss 8311 Remeasurements of defined benefit plans 7,609 (1,620) Unrealized gains (losses) from investments in equity instruments measured at fair value through other 8316 490,679 $\overline{2}$ comprehensive income Income tax related to components of other comprehensive income that will not be reclassified to profit 8349 1.522 (324) or loss 496,766 $\overline{2}$ (378, 303) Components of other comprehensive income that may not be reclassified to profit or loss 8360 Item that may be reclassified to profit or loss $\overline{2}$ 8361 Exchange differences on translation of foreign financial statements 565,040 (118,680) 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 565,040 $\overline{c}$ (118,680) Components of other comprehensive income that will be reclassified to profit or loss $\overline{4}$ (496.983) 8300 Other comprehensive income 1,061,806 2,415,479 9 Total comprehensive income Profit attributable to: $\mathbf S$ 1,286,008 5 8610 Owners of parent company 8620 Non-controlling interests 67,665 75,678 1,353,673 5 1,548,734 S Comprehensive income attributable to: S 8710 2,333,346 9 991,687 Owners of parent company 82,133 60,064 8720 Non-controlling interests 2,415,479 $\boldsymbol{9}$ 1,051,751 Earnings per share (note 6(r)) Basic earnings per share (NT dollars) 9750 9.39 Diluted earnings per share (NT dollars) 9.38 9850 |
2024 | 2023 | ||
|---|---|---|---|---|
| $\frac{9}{6}$ | ||||
| 100 | ||||
| 80 | ||||
| 2,917,478 | 20 | |||
| 10 | ||||
| $\overline{4}$ | ||||
| (13,021) | $\blacksquare$ | |||
| 14 | ||||
| 6 | ||||
| 6 | ||||
| $\mathbf{1}$ | ||||
| $\overline{2}$ | ||||
| (1) | ||||
| $\boldsymbol{8}$ | ||||
| 14 | ||||
| $\overline{3}$ | ||||
| 11 | ||||
| (377,007) | (3) | |||
| (3) | ||||
| (1) | ||||
| (1) | ||||
| (4) | ||||
| 1,051,751 | $\overline{z}$ | |||
| 1,473,056 | 10 | |||
| $\mathbf{1}$ | ||||
| 11 | ||||
| $\overline{7}$ | ||||
| $\overline{7}$ | ||||
| 10.76 | ||||
| 10.75 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| vnei | |
|---|---|
| Retained earnings | Unrealized gains | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
surplus Capital |
reserve Legal |
reserve Special |
Unappropriated earnings retained |
earnings retained Total |
translation of Exchange differences statements financial foreign 5 |
measured at fair comprehensive financial assets value through (losses) from income other |
Total other equity |
Treasury shares |
Total equity to owners of attributable company parent |
Non-contro interests lling |
equity Total |
|
| Balance at January 1, 2023 | 1.433.912 | 2,530,860 | 890,475 | 7,116 | 3,771,072 | 4,668,663 | 24,091 | 463.248 | 187,339 | (397, 530) | 8,723,244 | 284,650 | 9,007,894 |
| Profit | ,473,055 | 1,473,056 | 1,473,056 | 75,678 | 1,548,734 | ||||||||
| Other comprehensive income | (1.296) | (1, 296) | (103, 066) | 377.007) | (480,073) | 481.369) | 15.614 | 496,983) | |||||
| Total comprehensive income | 471.760 | 1,471,760 | (103,066) | 377,007 | (480.073) | 991.687 | 60,064 | 051.751 | |||||
| Appropriation and distribution of retained earnings: | |||||||||||||
| Legal reserve appropriated | 135,255 | (135, 255) | |||||||||||
| Cash dividends of ordinary share | (1,095,690) | (1,095,690) | (1,095,690) | (1,95,690) | |||||||||
| Changes in ownership interests in subsidiaries | (351) | (351) | (6, 403) | (6, 754) | |||||||||
| Disposal of investments in equity instruments designated at fair value through | |||||||||||||
| other comprehensive income | (234, 447) | (234, 447) | 234,447 | 234,447 | |||||||||
| Balance on December 31, 2023 | 1,433,912 | 2,530,509 | 1,025,730 | 7,116 | 3,777,440 | 4,810,286 | (78, 975) | 320,688 | 241, 13 | (397, 530) | 8,618,890 | 338,311 | 8,957,201 |
| Profit | 1,286,003 | 1,286,008 | 1,286,008 | 67,665 | 1,353,673 | ||||||||
| Other comprehensive income | 6,087 | 6,087 | 550,572 | 490,679 | 1,041,251 | 1.047.338 | 14,468 | 1.061.806 | |||||
| Total comprehensive income | 1.292.095 | 1,292,095 | 550,572 | 490,679 | 1.041.251 | 2,333,346 | 82,133 | 2415,479 | |||||
| Appropriation and distribution of retained earnings | |||||||||||||
| Legal reserve appropriated | 108,874 | (108, 874) | |||||||||||
| Cash dividends of ordinary share | (890, 248) | (890, 248) | (890, 248) | (390, 248) | |||||||||
| Changes in nor-controlling interests | (1, 818) | (1, 818) | |||||||||||
| Disposal of investments in equity instruments designated at fair value through | |||||||||||||
| other comprehensive income | (1.255) | (1.259) | 1259 | 1.259 | |||||||||
| Balance at December 31, 2024 | 1,433,912 | 2,530,509 | 1.134,604 | 7,116 | 4,069,154 | 5,210,874 | 471,597 | 812,626 | 1,284,223 | (397,530) | 10,061,988 | 418,626 | 10480,614 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 2024 | 2023 | ||
|---|---|---|---|
| Cash flows of operating activities: | |||
| Profit before tax | \$ | 1,750,212 | 1,977,686 |
| Adjustments: | |||
| Adjustments to reconcile profit (loss): Depreciation expenses |
309,317 | 298,349 | |
| Amortization expenses | 16,905 | 17,906 | |
| Expected credit losses (gains) | 129,736 | (13, 021) | |
| Net gains on financial assets or liabilities at fair value through profit or loss | (193,700) | (50, 378) | |
| Interest expenses | 111,806 | 103,542 | |
| Interest income | (377, 576) | (308, 329) | |
| Dividend income | (90, 394) | (768, 461) | |
| Shares of profit of associates accounted for using equity method | (7,966) | (10,088) | |
| Gains on disposal of property, plant and equipment | (467) | (203) | |
| Loss from disposal of investments accounted for using equity method | 448 | ||
| Profit from lease modification | (259) | (1, 342) | |
| Total adjustments to reconcile profit (loss) | (102, 150) | (732.025) | |
| Changes in operating assets and liabilities: | |||
| Changes in operating assets: Notes receivable |
(15,669) | 41,007 | |
| Accounts receivable | (1, 575, 416) | (480, 479) | |
| Accounts receivable due from related parties | (1, 254) | (479) | |
| Other current assets | (109, 510) | 46,934 | |
| Other operating assets | 2,126 | 10,075 | |
| Total changes in operating assets | (1,699,723) | (382.942) | |
| Changes in operating liabilities: | |||
| Notes payable | (2,620) | (2,081) | |
| Accounts payable | 475,384 | 11,694 | |
| Accounts payable to related parties | 1,488 | 323 | |
| Other payables | 175,898 | (786,068) | |
| Other current liabilities Net defined benefit liability |
51,497 847 |
(5, 863) 243 |
|
| Other operating liabilities | 1.873 | 3.448 | |
| Total changes in operating liabilities | 704,367 | (778.304) | |
| Total changes in operating assets and liabilities | (995, 356) | (1,161,246) | |
| Total adjustments | (1,097,506) | (1,893,271) | |
| Cash flows from operations | 652,706 | 84,415 | |
| Interest received | 328,020 | 274,413 | |
| Interest paid | (108, 652) | (101, 228) | |
| Income taxes paid | (372,001) | (605, 663) | |
| Net cash flows from (used in) operating activities | 500,073 | (348,063) | |
| Cash flows of investing activities: | |||
| Acquisition of financial assets at fair value through other comprehensive income | (1, 119, 083) | (788, 250) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost |
169,231 (34, 400) |
1,043,573 | |
| Acquisition of financial assets at fair value through profit or loss | (1,711,990) | (1, 106, 546) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 2,011,723 | 1,117,566 | |
| Acquisition of investments accounted for using equity method | (2,250) | ||
| Proceeds from disposal of investments accounted for using equity method | 382 | ×, | |
| Acquisition of property, plant and equipment | (77, 199) | (39, 189) | |
| Proceeds from disposal of property, plant and equipment | 2,077 | 4,726 | |
| Decrease (increase) in refundable deposits | 2,312 | (42,901) | |
| Acquisition of intangible asset | (13, 461) | (2,921) | |
| Increase in other financial assets | (875,086) | (2,746,401) | |
| Dividends received | 103,490 (1, 542, 004) |
776,060 | |
| Net cash flows used in investing activities Cash flows of financing activities: |
(1,786,533) | ||
| Increase in short-term loans | 2,012,694 | 921,628 | |
| Increase in short-term notes and bills payable | 99,960 | ||
| Repayments of long-term borrowings | (547, 945) | ||
| Increase in guarantee deposits received | 23,583 | ||
| Payment of lease liabilities | (252,790) | (238,991) | |
| Cash dividends paid | (890, 248) | (1,804,866) | |
| Changes in non-controlling interest | (1.818) | (6.754) | |
| Net cash flows (used in) from financing activities | 991,381 | (1.676, 928) | |
| Effect of exchange rate changes on cash and cash equivalents | 565,809 | (118, 782) | |
| Net (decrease) increase in cash and cash equivalents | 515,259 | (3,930,306) | |
| Cash and cash equivalents at beginning of period | 5,639,642 | 9,569,948 | |
| Cash and cash equivalents at end of period | S. | 6,154,901 | 5,639,642 |
Attachment 4: Independent Auditors' Report and 2024 Parent Company Only Financial Statements
Independent Auditors' Report
To the Board of Directors of T3EX Global Holdings Corp.: Opinion
We have audited the financial statements of T3EX Global Holdings Corp. ("the Company"), which comprise the balance sheets as of December 31, 2024 and 2023, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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.
- Revenue recognition
Please refer to Note $4(m)$ "Revenue recognition" of financial statement and Note $6(o)$ "Revenue from contracts with customers" for the details of operating revenues of financial statements.
Description of key audit matter:
T3EX Global Holdings Corp. is an industrial holding company. Its main operating revenue is from the share of profit of associates accounted for using the equity method and the services revenue from subsidiaries by providing management services. We expect that its revenue recognition is the matter to the users of the financial statements. Consequently, this is one of the key assessment areas in our audit on parent-company-only financial statements of T3EX Global Holding Corp.
How the matter was addressed in our audit:
Understanding the internal control on revenue recognition applied by the management and assessing whether its revenue recognition had been carried out in accordance with the established accounting policy; checking whether T3EX Global Holdings Corp. had calculated and recognized the share of profits and losses of its subsidiaries and associates by using the equity method; comparing the differences between the investment cost and the net equity of its subsidiaries and associates, to ensure that they had been properly handled. Issuing confirmation letter to T3EX Global Holdings Corp.' s subsidiaries to inquire the amount of the management services fee.
2. Equity method investees impairment assessment
Please refer to Note 4(1) "Impairment of non-financial assets" for accounting policies, Note 5 "assumptions" on the accounting estimates and assumptions of the impairment of Equity method investees" and Note 6 (e) for the details of Equity method investees in the financial statements.
Description of key audit matter:
The goodwill and other intangible assets arising from acquisition transactions booked as the investment under the equity method of parent-company-only financial statements. The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas in our audit on parent-company-only financial statements of T3EX Global Holding Corp.
How the matter was addressed in our audit:
Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets and obtaining impairment assessment reports issued by the external experts engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.
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.
Auditor's Responsibilities for the Audit of the Parent-company-only 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 auditor' s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
- 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 auditor' s 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 auditor's 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 and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor' s 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-Chi Chen and Chi-Lung Yu.
KPMG
Taipei, Taiwan (Republic of China) March 6, 2025
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and financial statements, the Chinese version shall prevail.
| J |
|---|
| i |
| ī ֧֧֧֧֞֟֘֝֬֝֝֬֝֬֝֬֝֬֝֬֝֓֝֬֝֓֟֓֬֝֓֟֓֟֓֟֓֟֓֟֓֟֓֟֓֝֓֝֓֝֬֝֓֝֬ |
| $\sum_{i=1}^{n}$ |
| V C |
| ī |
| $\overline{a}$ |
Balance Sheets
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2024 | December 31, 2023 | December 31, 2024 December 31, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Amount | ☆ | Amount | s. | Liabilities and Equity | Amount $\sqrt{6}$ Amount |
$\sqrt{6}$ | |||
| Current assets: | Current liabilities: | |||||||||
| 1100 | Cash and cash equivalents (notes 6(a)&(r)) | S | 373,401 | 278,613 | 2100 | Short-term bcrrowings (notes 6(i),(t),(u)&8) | $\frac{3}{2}$ 5,268,000 s |
30 3,870,000 |
||
| 1110 | Current financial assets at fair value through profit or loss (notes 6(b)&(r)) | 186'6/ | 100,833 | 2111 | Short-term notes and bills payable | |||||
| 1120 | Current financial assets at fair value through other comprehensive income | 2,698,603 | 1,050,247 | (notes 6(j) & q)) | 99,964 | |||||
| $(notes 6(c)$ & $(r))$ | 2219 | Other payables, others (notes 6(k)) | 311,399 | 198,574 | ||||||
| 1180 | Accounts receivable due from related parties, net (notes 6(d),(o),&7) | 2220 | Other payables to related parties (notes 7) | 112 | ||||||
| 73,488 | 64,130 | 2230 | Current tax liabilities | 50,927 | 61,699 | |||||
| 1210 | Other receivables due from related parties, net (note 7) | 100,066 | 200,000 | 2399 | Other current liabilities, others | ٠ 229 |
231 | |||
| 1479 | Other current assets, others | 73,633 | 152,053 | Current liabilities | 36 5.730.631 |
32 4.130.504 |
||||
| Current assets | 3,399,172 | 22 | 5,876 $-84$ |
$\overline{15}$ | Non-Current liabilities: | |||||
| Non-current assets: | 2640 | Net defined benefit liability, non-current (note 6(k)) | $10,302 -$ | $11,797$ - | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive | 2645 | Guarantee deposits received | 2,840 | ||||||
| income (notes $6(c)$ $\&$ (r)) | 17,675 | 15,135 | Non-current liabilities | ı 10,308 |
14,637 | |||||
| 1550 | Investments accounted for using equity method, net (note 6(e)) | 11,674,201 | 74 | 10,177,012 | 80 | Total liabilities | 36 5.740,939 |
32 4,145,141 |
||
| 1600 | Property, plant and equipment (notes 6(g)&8) | 678,867 | 675,446 | Equity attributable to owners of parent (notes 6(c),(f)&(m)): | ||||||
| 1780 | Intangible assets (note 6(h)) | 3,782 | 0,473 | 3110 | Ordinary share | 1,433,912 | 1,433,912 | |||
| 1840 | Deferred tax assets (note 6(1)) | 28,844 | 9,509 | 3200 | Capital surplus | 2,530,509 | 2,530,509 | |||
| 1920 | Refundable deposits (note 8) | 386 | 580 | 3300 | Retained earnings | 5,210,874 | 38 4,810,286 |
|||
| Non-current assets | 12,403,755 78 | 10,918,155 | 85 | 3400 | Other equity | ∞ 1,284,223 |
241,713 | |||
| 3500 | Treasury shares | $\overline{c}$ (397, 530) |
3 (397,530) |
|||||||
| Total equity | 64 10.061.988 |
68 8.618.890 |
||||||||
| Total assets | $\frac{1}{2}$ | 15,802,927 100 | 12,764,031 100 | Total liabilities and equity | 15,802,927 100 ud |
$\frac{8}{100}$ 12,764,031 |
(English Translation of Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Statements of Comprehensive Income
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Amount | $\frac{0}{0}$ | Amount | $\frac{9}{6}$ | |||
| 4000 | Operating revenue (notes $6(0)$ &7) | \$ | 1,167,935 | 100 | 991,720 | 100 |
| 5000 | Operating costs (notes $6(k)(p)$ &12) | 98,732 | 8 | 224,550 | 23 | |
| Gross profit from operations | 1,069,203 | 92 | 767,170 | 77 | ||
| Net operating income | 1,069,203 | 92 | 767,170 | 77 | ||
| Non-operating income and expenses: | ||||||
| 7010 | Other income (notes $6(q)$ &7) | 98,203 | 8 | 777,783 | 78 | |
| 7020 | Other gains and losses, net (notes $6(b)\&(q)$ ) | 207,587 | 18 | 39,737 | 4 | |
| 7100 | Interest income (notes $6(q)$ &7) | 11,688 | 1 | 5,444 | 1 | |
| 7510 | Interest expense (note $6(q)$ ) | (80, 776) | (7) | (67,983) | (7) | |
| Profit before income tax | 1,305,905 | 112 | 1,522,151 | 153 | ||
| 7950 | Less: Income tax expenses(note 6(l)) | 19,897 | 2 | 49,095 | 5 | |
| Profit | 1,286,008 | 110 | 1,473,056 | 148 | ||
| 8300 | Other comprehensive income (loss): | |||||
| 8310 | Items that may not be reclassified subsequently to profit or loss | |||||
| 8311 | Remeasurements of defined benefit plans | 2,445 | (2,920) | |||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income |
485,790 | 42 | (396, 930) | (40) | |
| 8330 | Share of other comprehensive income of subsidiaries and associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss |
10,053 | 1 | 21,223 | $\overline{c}$ | |
| 8349 | Income tax related to components of other comprehensive income | |||||
| that will not be reclassified to profit or loss | 1,522 | (324) | ||||
| 496,766 | 43 | (378, 303) | (38) | |||
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translation of foreign financial statements | 550,572 | 47 | (103,066) | (10) | |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss |
|||||
| Components of other comprehensive income that will be reclassified to profit or loss |
550,572 | 47 | (103,066) | (10) | ||
| 8300 | Other comprehensive income (loss) | 1,047,338 | 90 | (481, 369) | (48) | |
| Comprehensive income | S | 2,333,346 | 200 | 991,687 | 100 | |
| Earnings per share (note 6(n))(NT Dollars) | ||||||
| 9750 | Basic earnings per share | 9.39 | 10.76 | |||
| 9850 | Diluted earnings per share | S | 9.38 | 10.75 |
See accompanying notes to financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP.
Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Total other equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | differences on translation of Exchange |
financial assets (losses) from measured at Unrealized fair value gains |
||||||||
| foreign | through other | ||||||||||
| Ordinary shares |
surplus Capital |
reserve Legal |
reserve Special |
Unappropriated Total retained retained earnings |
earnings | statements financial |
comprehensive income |
equity interest Total other |
Treasury shares |
equity Total |
|
| Balance on January 1, 2023 | 1,433,912 | 2,530,860 | 890,475 | 7.116 | 3,771,072 | 4,668,663 | 24,091 | 463.248 | 487,339 | (397, 530) | 8,723,244 |
| Profit | ,473,056 | 1,473,056 | ,473,056 | ||||||||
| Other comprehensive income (lcss) | (1.296) | (1.296) | (103.066) | (377.007) | (480.073) | (481, 369) | |||||
| Total comprehensive income | 471,760 | 471,760 | (103,066) | (377,007) | (480,073) | 991,687 | |||||
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve appropriated | 135.255 | $(135,255)$ $(1,095,690)$ |
|||||||||
| Cash dividends on ordinary sharp | (1,095,690) | (1,095,690) | |||||||||
| Disposal of investments in equity instruments designated at fair value | |||||||||||
| through other comprehensive income | (234,447) | (234,447) | 234,447 | 234,447 | |||||||
| Changes in ownership interests in subsidiaries | (351) | (351) | |||||||||
| Total increase (decrease) in equity | (351) | 135255 | 1,465,392 | (1.330.137) | 234,447 | 234,447 | 1.096.041 | ||||
| Balance on December 31, 2023 | 1,433,912 | 2,530,509 | 1,025730 | 7,116 | 3,777,440 | 4,810,286 | (78,975) | 320,688 | 241,713 | (397, 530) | 8,618,890 |
| Profit | ,286,008 | 1,286,008 | ,286,008 | ||||||||
| Other comprehensive income | 6,087 | 6,087 | 550,572 | 490,679 | 041.251 | ,047,338 | |||||
| 292,095 | 292.095 | 550,572 | 490.679 | 041.25 | 2,333,346 | ||||||
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserved appropriated | 108,874 | (108, 874) | |||||||||
| Cash dividends on ordinary sharss | (890, 248) | (890, 248) | (890, 248) | ||||||||
| Disposal of investments in equity instruments designated at fair value through other comprehensive income |
(1.259) | (1.259) | 1.259 | 1,259 | |||||||
| Balance at December 31, 2024 | 1,433,912 | 2,530,509 | 1.134.604 | 7.116 | 4,069,154 | 5,210,874 | 471,597 | 812,626 | 1,284,223 | (397, 530) | 10,061,988 |
(English Translation of Financial Statements Originally Issued in Chinese)
T3EX GLOBAL HOLDINGS CORP.
Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| 2024 | 2023 | ||
|---|---|---|---|
| Cash flows from operating activities: | |||
| Profit before tax | s | 1,305,905 | 1,522,151 |
| Adjustments: | |||
| Adjustments to reconcile profit (loss): | |||
| Depreciation expenses | 9,458 | 8,531 | |
| Amortization expenses | 6,986 | 8,881 | |
| Net gain on financial assets or liabilities at fair value through profit | (193, 700) | (40, 251) | |
| Interest expenses | 80,776 | 67,983 | |
| Interest income | (11, 688) | (5, 444) | |
| Dividend income | (84, 574) | (762, 641) | |
| Effect of exchange rate changes of bonds payable | 448 | ||
| Share of profit of subsidiaries and associates accounted for using equity method | (1,082,826) | (911, 813) | |
| Total adjustments to reconcile loss | (1,275,120) | (1,634,754) | |
| Changes in operating assets and liabilities: | |||
| Changes in operating assets: | |||
| Accounts receivable due from related parties | (9,358) | 8.129 | |
| Other current assets | (52, 674) | (13, 603) | |
| Other payables | (24, 268) | 79,672 | |
| Decrease in other payables to related parties | 112 | ||
| Other current liabilities | (2) | 70 | |
| Net defined benefit liability | 950 | 191 | |
| Total adjustments | (1, 360, 360) | (1, 560, 295) | |
| Cash outflow generated from operations | (54, 455) | (38, 144) | |
| Interest received | 8,778 | 5,487 | |
| Interest paid | (80, 110) | (65, 422) | |
| Income taxes paid | (50.493) | (138, 409) | |
| Net cash flows used in operating activities | (176, 280) | (236, 488) | |
| Cash flows from (used in) investing activities: | |||
| Acquisition of financial assets at fair value through other comprehensive income | (1, 119, 083) | (788, 250) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 169,231 | 1,043,573 | |
| Acquisition of financial assets at fair value through profit or loss | (1,711,990) | (1,058,571) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 2,011,723 | 991,264 | |
| Acquisition of investments accounted for using equity method | (30,000) | (9,002) | |
| Proceeds from disposal of investments accounted for using equity method | 382 | 5,656 | |
| Acquisition of property, plant and equipment | (12, 879) | (8, 585) | |
| Increase in refundable deposits | 194 | (194) | |
| Decrease (increase) in other receivables due from related parties | 99,934 | (200,000) | |
| Acquisition of intangible assets | (295) | (1,824) | |
| Dividends received | 258,973 | 1,044,083 | |
| Net cash flows from (used in) investing activities | (333, 810) | 1,018,150 | |
| Cash flows from (used in) financing activities: | |||
| Increase in short-term loans | 1,398,000 | 1,240,000 | |
| Increase in short-term notes and bills payable | 99,960 | ||
| Repayments of long-term borrowings | (547, 500) | ||
| Decrease in other non-current liabilities | (2, 834) | ||
| Cash dividends paid | (890.248) | (1, 804, 866) | |
| Net cash flows from (used in) financing activities | 604.878 | (1, 112, 366) | |
| Net increase in cash and cash equivalents | 94,788 | (330, 704) | |
| Cash and cash equivalents at beginning of period | 278,613 | 609,317 | |
| Cash and cash equivalents at end of period | S | 373,401 | 278,613 |
Attachment 5: Profit Distribution Table Year 2024
T3EX Global Holdings Corp. Profit Distribution Table Year 2024
Linit: NTD
| UIIII. NTD | ||
|---|---|---|
| Beginning Retained Earnings | 3,254,179,563 | |
| Add: Remeasurement of defined benefit obligation in 2024 |
6,087,198 | |
| Less: Disposal of investments in equity instruments designated at fair |
||
| value through other comprehensive income | (1, 258, 718) | |
| Add: Net profit after tax | 1,286,008,388 | |
| Less: 10% legal reserve(2024 H1) | (64,977,085) | |
| Less: 10% legal reserve(2024 H2) | (64,106,602) | |
| Distributable Net Profit | 4,415,932,744 | |
| Distributable items: | ||
| Shareholders Bonus- Cash Dividends of 2024 H1(NT\$3.0 per share) |
(410, 883, 690) | |
| Shareholders Bonus- Cash Dividends of 2024 H2(NT\$ 3.0 per share) |
(410, 883, 690) | |
| Unappropriated retained earnings | 3,594,165,364 |
Chairman: Li-Chiu Chang General Manger: David Yen Accounting Management: Alicia Yu
Attachment 6: Comparison table for Articles of Incorporation before and after the amendment
| Before amendment | After amendment | Reason of amendment |
|---|---|---|
| Article 20 | Article 20 | This Article is amended |
| More than 0.5% of profit of the | More than 0.5 0.1% of profit of | pursuant to Article 14 of |
| current year distributable as | the current year distributable as | Securities and Exchange Act. |
| employees' compensation and less | employees' compensation (no | |
| than 0.3% of the current year | less than 15% of which for non- | |
| distributable as directors' | executive employees) and less | |
| compensation shall be definitely | than 0.3% of the current year | |
| specified in the Articles of | distributable as directors' | |
| Incorporation. However, the | compensation shall be definitely | |
| company's accumulated losses shall | specified in the Articles of | |
| have been covered. | Incorporation. However, the | |
| The profit in the preceding | company's accumulated losses | |
| Paragraph shall be defined as the | shall have been covered. | |
| profit before tax which already | The profit in the preceding | |
| deducted employees' compensation | Paragraph shall be defined as the | |
| and directors' compensation. | profit before tax which already | |
| Qualification requirements of | deducted employees' | |
| employees, including the employees | compensation and directors' | |
| of subsidiaries of the company | compensation. | |
| meeting certain specific | Qualification requirements of | |
| requirements set by the | employees, including the | |
| board of directors. | employees of subsidiaries of the | |
| company meeting certain | ||
| specific requirements set by the | ||
| board of directors. |
Appendix 1: Articles of Incorporation
T3EX Global Holdings Corp Articles of Incorporation
Chapter I
General Provisions
- Article 1 The Company, organized under the Business Mergers And Acquisitions Act, the Company Act and others relevant regulations as a Company limited by shares, and shall be named T3EX Global Holdings Corp (hereinafter, "the Company").
- Article 2 The Company's scope of business is as follows:
-
- H201010 Investment
-
- IH01010 Industry Holding Company Industry
-
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
- Article 2-1 The Company may provide endorsements and guarantees and act as a guarantor.
- Article 2-2 The Company's main business is investment. The total amount of the Company's reinvestment is not to be subject to the restriction of not more than 40% of the Company's paid-up capital as provided in Article 13 of the Company Act.
- Article 3 The Company is headquartered in Taipei City, Taiwan and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.
- Public announcements of the Company shall be made in accordance with the Article 4 provisions of Article 28 of the Companies Act.
Chapter II
Shares
- Article 5 The authorized capital of the Company is NT\$2 billion, consisting of 200 million shares, all of common stock, with a par value of NT\$10 per share. The board of directors is authorized to issue the shares in separate installments as required, of which 10 million shares are reserved for stock options.
- Article 5-1 Resolutions by the shareholders meeting, the Company is authorized to issue share warrant to its employees, the exercise prices of such share warrants issued to the employees might be lower than net worth per share as shown in the CPA-audited and certified financial report for the most recent period.
Article 6 Deleted
Article 7 The share certificates of the Company shall without exception be in registered form, signed by, or affixed with the seals of, the Company's delegated directors, and authenticated by the competent governmental authority or a registration institution authorized thereby before issuance. Shares issued by the Company need not be in certificate form, but shall be registered with a securities
depository enterprise.
Article 8 The Company shall propose to shareholders meetings when revoking public issuance of its shares. This regulation will continue to the Company listed trading on emerging stock or on the stock exchange or over-the-counter market.
Chapter III
Shareholders' Meeting
- Article 9 Shareholders' meetings of the Company are of two kinds: regular shareholders meetings and extraordinary shareholders meetings. The regular shareholders' meeting is called once per year within six months of the close of the fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.
- Article 9-1 A company may explicitly provide for in its Articles of Incorporation that its shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Under the circumstances of calamities, incidents, or force majeure, the central competent authority may promulgate a ruling that authorizes a company, which has no above provision in its Articles of Incorporation, within a certain period of time can hold its shareholders' meeting by means of visual communication network or other promulgated methods.
In case a shareholders' meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. For the preceding two paragraphs, a public company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.
- Article 10 For any shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy.
- Article 11 Except as provided in Article 179 of the Company Act, the shareholder shall have one voting right for each share owned in the Company.
- Article 12 Unless otherwise provided by the Company Act, a resolution of the shareholders' meeting shall be adopted by the consent of a majority of the votes represented by those in attendance at the meeting, in person or by proxy, by shareholders who represent a majority of the total issued shares.
- Article 12-1 The Company limited by shares which is organized by a single juristic person shareholder shall be free from restrictive requirement set out in this Chapter. The functional duties and power of the shareholders' meeting of such company shall
be exercised by its board of directors.
Chapter IV
Board of Directors
- Article 13 The Company shall have 7 to 13 directors, who shall hold the office for a term of three years and be elected from people with legal capacity at the shareholders' meeting. Directors are eligible for reelection.
- Article 13-1 Pursuant to relevant regulations, the Company's board of directors shall include 3 independents. The candidates for independent directors shall be nominated and shall be elected from the list of candidates during the shareholders' meeting.
Professional qualification, number of shareholdings, restrictions regarding holding other jobs, nomination and election of independent directors and others compliance matters shall be governed by relevant regulations set forth by the competent authority.
- Article 13-2 An independent director of the Company shall meet one of the following professional qualification requirements, together with at least seven years work experience:
-
- An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.
-
- A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.
-
Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company. Have work experience in management.
A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:
-
- Any of the circumstances in the subparagraphs of Article 30 of the Company Act.
-
- Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.
-
- Any violation of the independent director qualification requirements set out in Regulations Governing Appointment of Independent
Directors and Compliance Matters for Public Companies.
- Article 13-3 In compliance with Articles 14-4 of the Securities and Exchange Law, the Corporation shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities of Supervisors specified under the Company Law, the Securities and Exchange Law and other relevant regulations.
- Article 13-4 The Company's election for directors are adopting single registered and cumulative election. The candidates' name can be represented as numbers on the ballot. Each share has same right to vote toward the numbers of directors. It is allowed to give all the votes to a single candidate or separate to several candidates. If the above Article shall be advised, except as provided in Article 172 of the Company Act, it shall be itemized the amendment comparison table in the notice to convene a meeting of shareholders.
- Article 14 The board of directors shall consist of the directors of the Company; the chairman and the vice president of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Company in external matters.
- Article 15 If the chairman of the board of directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act.
- Article 15-1 Directors shall attend meetings of the board of directors in the preceding paragraph in person. If a director is unavailable to attend a meeting in person, the director may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting. In the event that a board of directors meeting is held through video conference, a director who participates in the meeting by means of video system shall be deemed to have attended in person.
- Article 15-2 Seven days prior to the convening of a meeting of the board of directors, notice shall be sent to all directors, specifying the reasons for calling the meeting, though in emergency situations, a meeting may be called whenever necessary. Notice of the convening of a meeting described in the preceding paragraph may be in writing, by fax or by e-mail notification thereof.
- Article 16 When the Company's directors perform Company duties, the Company may pay remuneration regardless of whether the Company operates at a profit or loss. The board of directors is authorized with powers to resolve the rates of
such remuneration based on the extent of their participation in the Company's business operations or value of their contribution, at a level consistent with general practices in the industry.
The Company's directors allowances are authorized the board of directors regardless of whether the Company operates at a profit or loss.
Chapter V
Managers
Article 17 The Company may appoint managers, whose commissioning, decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.
Chapter VI
Finance
- Article 18 After the close of each fiscal year $(1/1^{\sim}12/31)$ , the following reports shall be prepared by the board of directors and submitted to the regular shareholders' meeting by the supervisors for reviewing and for ratification.
-
- Business Report.
-
- Financial Statements.
Proposal Concerning Appropriation of Net Profits or Recovering of Losses.
Article 19 Deleted
Article 20 More than 0.5% of profit of the current year distributable as employees' compensation and less than 0.3% of the current year distributable as directors' compensation shall be definitely specified in the Articles of Incorporation. However, the company's accumulated losses shall have been covered.
The profit in the preceding Paragraph shall be defined as the profit before tax which already deducted employees' compensation and directors' compensation.
Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements set by the board of directors.
- Article 20-1 The surplus distribution of the Company shall be paid after the end of each semi-annual accounting year. If there is a surplus in the first half of the accounting year, the distribution shall be as follows:
-
- Pay taxes
-
- Make up for accumulated losses
-
- A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
-
- To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
-
If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.
If there is a surplus after the end of the accounting year, the distribution shall be as follows:
-
- Pay taxes;
-
- Make up for accumulated losses;
-
- A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit:
-
- To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
-
- If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.
When the reserves are to be distributed in cash, the distribution may be approved by the Board of Directors in accordance with Article 24 of the Company Law and reported to the shareholders' meeting.
- Article 20-2 The distribution of the dividends of the Company will coordinate with the surplus of that year based on the principle of stabilization. The board of directors shall propose the allocation ratio and propose it at the shareholders' meeting. The appropriated earnings shall more than 50% of the current year after tax profit. If the earnings available for appropriation less than the current year after tax profit, it shall be allocated in earnings available for appropriation. Cash dividends shall not be less 10% of total shareholder dividends.
- Article 20-3 The Company's major subsidies' shall formulate dividend policy. The board of directors shall propose it when major subsidiaries have the un-appropriated earnings, and the independent directors must attend. The Company shall disclose the decision to Market Observation Post System and apply it to Taiwan Stock Exchange.
- Article 21 Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.
- Article 22 These Articles of Incorporation were enacted on January 15, 1987. The 1st amendment was made on June 29, 1990. The 2nd amendment was made on May 10, 1991.
The 3rd amendment was made on October 15, 1991. The 4th amendment was made on December 13, 1991. The 5th amendment was made on January 16, 1992. The 6th amendment was made on May 7, 1996. The 7th amendment was made on April 2, 2001. The 8th amendment was made on June 27, 2001. The 9th amendment was made on September 1, 2001. The 10th amendment was made on October 6, 2001. The 11th amendment was made on June 3, 2002. The 12th amendment was made on December 1, 2002. The 13th amendment was made on April 12, 2004. The 14th amendment was made on January 25, 2005. The 15th amendment was made on June 30, 2005. The 16th amendment was made on June 30, 2005. The 17th amendment was made on June 19, 2006. The 18th amendment was made on March 2, 2007. The 19th amendment was made on June 20, 2007. The 20th amendment was made on June 23, 2008. The 21st amendment was made on June 16, 2009. The 22nd amendment was made on June 9, 2010. The 23rd amendment was made on June 28, 2011. The 24th amendment was made on June 6, 2012. The 25th amendment was made on August 23, 2012. The 26th amendment was made on June 17, 2013. The 27th amendment was made on June 4, 2014. The 28th amendment was made on June 3, 2015. The 29th amendment was made on May 31, 2016. The 30th amendment was made on June 21, 2019. The 31th amendment was made on May 27, 2020. The 32th amendment was made on May 24, 2022. The 33th amendment was made on May 29, 2024.
Appendix 2: Rules of Procedure for Shareholder Meetings
T3EX Global Holdings Corp.
Rules of Procedure for Shareholder Meetings
- Article 1 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
- Article 2 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Any change in the manner of holding a shareholders' meeting shall be resolved by the Board of Directors and shall be made at the latest before the mailing of the notice of the shareholders' meeting.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
- I. When a physical shareholders' meeting is held, it shall be distributed at the site of the shareholders' meeting.
- II. When a video-assisted shareholders' meeting is convened, it should be distributed at the site of the shareholders' meeting and transmitted electronically to the video conferencing platform.
- III. When convening a video shareholders' meeting, an electronic file should be sent to the video conferencing platform.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and 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 competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Company Act's Article 185, paragraph 1, Securities and Exchange Act's Article 26, paragraph 1, Article 43, paragraph 6, Regulations Governing the Offering and Issuance of Securities by Securities Issuers' Article 23, paragraph 1, Article 60, paragraph 2 shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion;
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Shareholders could provide a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities, in view of the procedure, the number of proposals shall be limited to 1 pursuant to the provision set forth in Article 172-1 of the Company Act and other proposals will not be included.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation 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 exclusion of any shareholder proposals not included in the agenda.
Article 3 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If a shareholder wishes to attend a shareholders' meeting by video after the proxy form has been delivered to the Company, he/she shall give written notice of revocation to the Company two days prior to the shareholders' meeting; if the proxy is revoked after that date, the proxy shall be the one who attends and exercises the right to vote.
Article 4 The venue for a shareholders meeting shall be the premises of this Corporation, 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 the opinions of the independent directors with respect to the place and time of the meeting.
When the Company holds a video shareholders' meeting, the Company shall not be restricted from holding the aforementioned meeting.
Article 5 This Corporation shall specify in its shareholders meeting notices the time during which shareholders, requestors and proxies (hereinafter referred to as shareholders) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel
assigned to handle the registrations.
The shareholders who have completed the check-in shall be deemed to be present in person at the shareholders' meeting.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation 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.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
If a shareholders' meeting is held by video conference, shareholders who wish to attend by video should register with the Company two days prior to the shareholders' meeting. If a shareholders' meeting is held by video conference, the Company shall upload the meeting booklet, annual report and other relevant information to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting and continue to disclose them until the end of the meeting.
Article 6 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but 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.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 6-1 The Company shall convene a video meeting of the shareholders' meeting by stating the following in the notice of the shareholders' meeting.
Shareholders' participation in video conferences and methods of exercising their rights.
The handling of obstacles to the video conferencing platform or video participation due to natural disasters, events or other force majeure circumstances, including at least the following:
(a) The time when the meeting is adjourned or reconvened due to the persistence of the pre-disruption and the date of the adjourned or reconvened meeting if it is necessary.
(b) Shareholders who have not registered to participate in the original shareholders' meeting by video are not allowed to participate in the adjourned or postponed meeting.
(c) If a video-assisted shareholders' meeting cannot be continued, the shareholders' meeting shall be continued if the total number of shares present reaches the legal quota for the shareholders' meeting after deducting the number of shares present at the shareholders' meeting by means of video, and the number of shares present at the shareholders' meeting by means of video shall be counted as the total number of shares present, and all motions at the shareholders' meeting shall be deemed to be abstained.
(d) In the event that all the motions have been announced but no provisional
motion has been made, the way to handle the situation.
- Hold a video shareholders' meeting and include appropriate alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video.
Article 7 This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
If a shareholders' meeting is held by video conference, the Company shall keep records of the shareholders' registration, registration, attendance, questions, voting and the Company's vote counting results, and shall continuously and uninterruptedly record and video tape the entire video conference.
The Company shall keep the aforementioned information and audio recordings for the duration of their existence, and shall provide the audio recordings to the person to whom the video conference is entrusted for retention.
If the shareholders' meeting is held by video conference, the Company is advised to record the operation interface of the backend of the video conference platform.
Article 8 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed and the number of shares reported to the video conferencing platform in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The Chair shall call the meeting to order at the appointed meeting time, and also announce the number of shares without voting rights and the number of shares in attendance and other information. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the shareholders' meeting is held by video conference, the Company shall also announce the
streaming meeting on the video conference platform of the shareholders' meeting.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. If a shareholders' meeting is held by video conference. shareholders who wish to attend by video 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 issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 9 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 each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of 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 that is not the board of directors.
he chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of 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, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been 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 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card
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 does not correspond to the subject given 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. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate 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 juristic 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 participating by video may ask questions by text on the video conference platform after the chairman announces the opening of the meeting and before the meeting is adjourned, and the number of questions shall not exceed two for each motion, and each time shall be limited to 200 words.
If the aforementioned question does not violate the regulations or is within the scope of the motion, it is appropriate to disclose the question on the video conference platform of the shareholders' meeting for public information.
Article 11 Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 12
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by video, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's
articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company convenes a shareholders' meeting by video conference, the shareholders participating by video shall vote on each motion and election motion through the video conference platform after the chairman announces the opening of the meeting, and shall complete the voting before the chairman announces the closing of the voting, and any delay shall be deemed as abstention. If the shareholders' meeting is convened by video conference, the chairman shall announce the close of the voting and announce the voting and election results for a one-time vote count.
When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall deregister in the same manner as they registered two days prior to the shareholders' meeting; if they deregister afterwards, they may attend the shareholders' meeting by video only.
Those who exercise their voting rights by written or electronic means without revoking their intention and participate in the shareholders' meeting by video
means may not exercise their voting rights on the original motion or propose amendments to the original motion or exercise their voting rights on the amendments to the original motion, except for temporary motions.
- Article 13 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, as well as the unelected as directors and the numbers of votes. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody 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 14 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made 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 voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
If a shareholders' meeting is convened by video conference, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and the minutes of the meeting, and the manner and circumstances under which the video conference platform or video participation may be obstructed due to natural disasters, events or other force majeure circumstances.
In addition to the aforementioned provisions, the Company shall convene a video shareholders' meeting and shall include in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in
the shareholders' meeting by means of video.
Article 15 On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose the information until the end of the meeting. The Company shall disclose the total number of shares of shareholders present on the video conference platform at the time of announcing the commencement of the shareholders' meeting when the Company convenes a video conference. The same applies if the total number of shares and voting rights of the shareholders present are also counted during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 16 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
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 card or armband bearing the word "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 this Corporation, 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 17 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 extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
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 18 If a shareholders' meeting is held by video conference, the Company shall disclose the voting results and election results of each motion on the video conference platform of the shareholders' meeting immediately after the close of the voting, and shall continue to do so for at least fifteen minutes after the Chairman announces the adjournment of the meeting.
- Article 19 When the Company holds a video shareholders' meeting, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting.
- Article 20 If a shareholders' meeting is held by video conference, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication.
If a shareholders' meeting is convened by video conference, the chairman shall, at the time of announcing the meeting, separately announce that, except for the circumstances specified in Article 44-24 of the Guidelines Governing the Handling of Stock Issuances by Public Companies that do not require the adjournment or continuation of the meeting, if, before the chairman announces the adjournment of the meeting, an obstacle to participation on the video conference platform or by video message occurs due to a natural disaster, an event or other force majeure that lasts for more than 30 minutes, the date of the meeting shall be adjourned or renewed within five days, and the provisions of Article 182 of the Company Act shall not apply.
In the event of an adjournment or renewal of a meeting, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or renewed meeting.
If a shareholder who has registered to attend the original shareholders' meeting by video message and has completed reporting to the meeting, but has not attended the postponed or adjourned meeting, the number of shares, voting rights and election rights exercised at the original shareholders' meeting shall be counted as the total number of shares, voting rights and election rights of shareholders attending the postponed or adjourned meeting.
If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, it is not necessary to discuss and resolve again the motions for which voting and counting have been completed and the voting results or the election lists of directors and supervisors have been announced.
When the Company holds a video-assisted shareholders' meeting and the
second paragraph cannot be renewed, if the total number of shares present still reaches the quorum for the shareholders' meeting after deducting the number of shares present by video, the shareholders' meeting shall continue without any adjournment or renewal of the meeting in accordance with the second paragraph.
In the event that a meeting should be continued, the number of shares attended by shareholders participating in the meeting by way of video shall be counted as the total number of shares of shareholders present, but shall be deemed to be abstained for all motions at that meeting.
If the Company adjourns or renews a meeting in accordance with the second paragraph, the Company shall comply with the provisions set forth in Article 44, Paragraph 27 of the Guidelines Governing the Handling of Stock Issued to Public Companies, and shall complete the relevant preliminaries in accordance with the date of the original shareholders' meeting and the provisions of each such Article.
If a public company attends a shareholders' meeting using the period specified in the latter paragraph of Article 12 and Item 3 of Article 13 of the Rules Governing the Use of Proxy Forms, Article 44-5, Item 2, Article 44-15 and Article 44-17, Item 1 of the Guidelines Governing the Handling of Stock Issued to Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Item 2. The chairman and the recorder shall be present at the same place in the ROC when the Company holds a video shareholders' meeting, and the chairman shall announce the address of such place at the time of the meeting.
- Article 21 When the Company holds a video shareholders' meeting, the Company shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting by means of video.
- Article 22 These Rules shall take effect after having been submitted to and approved by a board of meeting and shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
- Article 23 The rules mandated on June 30, 2005. The first modification was on June 6, 2012. The second modification was August 23, 2012. The third modification was on June 3, 2015. The forth modification was on June 21, 2019. The fifth modification was on May 27, 2020. The sixth modification was on August 17, 2021. The seven modification was on May 29, 2023.
Appendix 3: Shareholdings of Directors
T3EX Global Holdings Corp Shareholdings of Directors
- As of March 28, 2025 the first date of local book-close period for the 2025 Annual Shareholders' Meeting, the issued capital of the Company is NT\$1,433,912,300 representing 143,391,230 common shares. In accordance with the Article 26 of the Securities and Exchange Act, the minimum requirements of the collective shareholding for directors are 8.603.473 common shares.
| Title | Name | No. of Shareholding | Shareholding % |
|---|---|---|---|
| Chairman | Yi-Jue Investment Co., Ltd. Representative: Li-Chiu Chang |
5,082,000 | 3.54% |
| Director | WPG Holdings representative: Simon Huang |
11,588,907 | 8.08% |
| Director | Chang-Jie International Ltd. representative Joyce Liou |
1,806,729 | 1.26% |
| Director | Jack Lai | 2,125,013 | 1.48% |
| Director | Yi-Wei Investment Ltd. Representative: Carl Wei |
3,259,184 | 2.27% |
| Director | Chang-Long Investment Co., Ltd. Representative: Stephanie Hsieh |
1,655,000 | 1.15% |
| Independent Director |
Jiin Shian Chen | ||
| Independent Director |
Shen-Li, Liao | ||
| Directors | Jeff Lin | ||
| Total | 25,516,833 | 17.80% |
- As of March 28, 2025, the actual collective shareholdings of directors were shown as below:
Note: In accordance with the Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies that "The shareholdings of independent directors elected by a public company shall not be counted in the total referred to in the preceding paragraph; if a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent". In addition, an audit committee has been established in accordance with the Act, the provisions on the minimum percentage requirements for the shareholding respectively of all directors and supervisors shall not apply.