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TAC — AGM Information 2026
Apr 27, 2026
52802_rns_2026-04-27_63ea8b22-a608-400c-b465-bb0fc40a21f5.pdf
AGM Information
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Stock Code:9941

社融企業
Taiwan Acceptance Corporation
2026
Annual General Shareholders' Meeting Handbook
Date: May 28, 2026
Location: 1F, No.3, Sec. 3, Zhongxing Rd., Xindian Dist.,
New Taipei City, Taiwan
(The Domal House, Auto Mall)
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.
Table of Contents
Meeting Agenda ... 1
Matters to be Reported ... 2
Matters for Ratification ... 12
Matters for Discussion ... 15
Questions and Motions ... 18
Attachments
(1) Director remuneration policy, the content and amount of individual remuneration, and their correlation with performance evaluation results ... 20
(2) Comparison Table for Amendments to the “Ethical Corporate Management Best Practice Principles” ... 24
(3) Independent Auditors’ Report and 2025 Financial Report ... 25
(4) Comparison Table for Amendments to the “Articles of Incorporation” ... 46
Appendixes
(1) Rules and Procedures of Shareholders Meeting ... 48
(2) Articles of Incorporation ... 56
(3) Overview of Shareholdings of Directors ... 65
Taiwan Acceptance Corporation
Agenda of 2026 Annual Meeting of Shareholders
Type of Meeting: Physical Meeting
Time: 10:00am, May 28, 2026 (Thursday)
Location: 1F, No.3, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City, Taiwan
(The Domal House, Auto Mall)
Agenda:
1. Call the meeting to order
2. Chairperson takes seat
3. Chairperson’s opening remarks
4. Matters to be reported
I. 2025 Business report
II. Audit Committee’s review report on the 2025 financial statements
III. 2025 employees' compensation and directors' remuneration
IV. 2025 Status of endorsement and guarantee
V. 2025 Payment of remuneration of directors
VI. Situation report on the acquisition or disposal of assets from the related party
VII. The Amendment to the “Ethical Corporate Management Best Practice Principles”
5. Matters for ratification
I. Ratification of 2025 business report and financial statements
II. Ratification of the proposal for the distribution of 2025 earnings
6. Matters for discussion
I. Issue of New Shares via Capitalization of Retained Earnings
II. The Amendment to the “Articles of Incorporation”
III. Release the Prohibition on Directors from Participation in Competitive Business
7. Questions and motions
8. Adjournment
2
Management Presentations
I. 2025 Business Report
Taiwan Acceptance Corporation
Annual Business Report
In 2025, the global economy navigated a highly volatile landscape, contending with uncertainties such as the accelerated restructuring of supply chains, stalled bilateral tariff negotiations, and mounting inflationary pressures on end-user prices, all influenced by U.S. reciprocal tariff policies. On the other hand, Taiwan benefited from robust demand for semiconductors and high-end AI servers, along with tariff exemptions on certain products, which fueled growth in both exports and private investment. The Directorate General of Budget, Accounting and Statistics, Executive Yuan (DGBAS), revised Taiwan's 2025 economic growth rate upward, forecasting a 15-year high that outperforms most major economies.
Although a majority of countries worldwide adopted accommodative interest rate reduction policies in 2025, Taiwan's Central Bank opted to maintain its interest rate policy to preserve price and exchange rate stability, resulting in a relatively tight domestic monetary environment. This wave of economic growth, however, was primarily driven by the technology sector and high-net-worth individuals, with limited benefits extending to traditional industries, small and medium-sized enterprises (SMEs), and their employees. Against this backdrop, financing and leasing operators, guided by the core value of financial inclusion, have become a vital source of capital support and operational resilience for SMEs and individuals by providing flexible financial services.
Effective September 2025, thirteen major financing and leasing companies, including the Company, were formally brought under the regulatory scope of the "Financial Consumer Protection Act." In anticipation of the Act, Taiwan Acceptance Corporation (TAC) completed its internal compliance adjustments ahead of schedule, continuing to build a long-term, stable operational structure underpinned by a customer-centric philosophy. A concise overview of our operating results for 2025 and our business outlook for 2026 is as follows:
3
- 2025 Operating Results
In 2025, Taiwan Acceptance Corporation (TAC) posted a consolidated revenue of NT$39.54 billion, holding flat with the previous year. Consolidated net profit after tax reached NT$4.58 billion, a 10.1% decrease from the prior year, with earnings per share (EPS) at NT$7.68, down NT$0.78 year-on-year.
(a) Financial Services Segment
Globally, the impact of reciprocal tariffs has heightened the risk of economic slowdown, while structural adjustments and concerns over a hard landing in Mainland China persist. Domestically, the business contended with the dual challenges of elevated funding costs and the formal inclusion of the leasing industry under the Financial Consumer Protection Act. In response, the management team adhered to prudent and pragmatic risk control principles, dynamically adjusting operational strategies to ensure overall operational stability and resilience. The financial services segment can be further divided into consumer finance and corporate finance, as outlined below:
Consumer Finance: The primary emphasis was placed on the auto loan business within the Taiwan market. Despite regulatory shifts, including the inclusion under the Financial Consumer Protection Act, a reorganization of business units and a deepened commitment to local market cultivation solidified business momentum. Asset quality exhibited quarter-by-quarter improvement, making a significant contribution to profit enhancement. The commodity finance business, primarily operated by Yu Rich Financial Services Co., Ltd., continued to expand its niche business scale by refining its product structure, strengthening its business teams, and fostering robust partnerships with vendors. Overall, new business volume in consumer finance achieved double-digit growth compared to that of the previous year.
Corporate Finance: This segment's performance is categorized into three regions: Taiwan, Mainland China, and Southeast Asia. In Taiwan, the deployment of sales teams at Shinshin Credit Corporation continues to yield tangible results, driving annual performance to a record high with revenue growth of nearly 10%. Meanwhile, our energy business successfully commercialized two large-scale energy storage sites, elevating the total installed capacity beyond 220MW. In Mainland China, as the economy remains in a phase of ongoing adjustment, subsidiaries Jiangsu TAC Financial Leasing Co., Ltd. and Car-Plus Leasing Co., Ltd. have adopted an operational strategy centered on "risk control," optimizing team efficiency through resource integration to ensure a stable foundation for profitability. In Southeast Asia, Yulon Finance Philippines Corporation steadily expanded its medical equipment installment financing operations while actively
diversifying into other corporate finance sectors. In 2025, it broadened its scope to include insurance agency services, providing clients with more comprehensive solutions. Moreover, following the acquisition of a money lending license in 2025, Yulon Capital Sdn. Bhd. successfully transitioned beyond its traditional leasing framework into the direct lending market, demonstrating a strong growth posture and a promising outlook. Overall, the total asset balance of the Corporate Finance business increased by 5% year-on-year, sustaining robust growth momentum and continuing to be a primary contributor to the profitability of the Financial Services Segment.
(b) Mobility Services Segment
In 2025, Taiwan's domestic new car market was affected by uncertainties surrounding tax policies, with annual sales reaching approximately 414,000 units, a 9.5% decline from 2024. The electric vehicle (EV) market also saw a downward adjustment, with annual sales falling to 32,559 units, a 14.3% decrease that marked the first registration decline for EVs in the past five years. Despite the slowdown in the broader auto market, the mobility services business demonstrated strong growth resilience. Car-Plus Auto Leasing Corporation(Car-Plus), SINJANG CO., LTD., and JDW Co., Ltd. (LINE GO) all reported full-year revenues for 2025 that surpassed the prior year, achieving a combined revenue of NT$19.44 billion, a 6% increase year-on-year. Notably, while prices for used vehicle transactions at Car-Plus were influenced by market expectations, Car-Plus still achieved a profit growth of over 30% for the year. As the portal to the Yulon Group's Mobility as a Service (MaaS) ecosystem, LINE GO provides its 4.7 million members a seamless, "All-in-LINE" platform integrating a diverse array of services, including taxi-hailing, airport transfers, daily rentals, shared scooters, designated driver services, chartered vehicles, and EV charging. Also, LINE GO's Travel and Expense System for corporate clients not only streamlines administrative reimbursements and reduces management costs but also features deeply integrated carbon accounting functions. This has already assisted them in reducing emissions by 55.4 metric tons, with the dispatch structure achieving an 18% higher carbon reduction efficiency per trip compared to private vehicle use. These results enable clients to achieve their ESG objectives and advances the eMaaS ecosystem while precisely aligning with Taiwan's long-term net-zero emissions policy.
4
- 2026 Business Outlook
According to the economic forecast released by the DGBAS in February 2026, Taiwan's economy in 2026 will be driven by continued growth in demand related to semiconductors and AI, which will in turn bolster the twin engines of "exports and investment," with a projected annual economic growth rate of 7.71%. Nevertheless, uncertainties persist, including U.S. tariff policies, geopolitical risks, and monetary policy adjustments by major economies.
As asset quality at TAC and its subsidiaries is gradually stabilizing, the annual strategic focus will be on optimizing asset structure and scale growth, enhancing business development through digital applications, and deepening resource integration among business units to realize synergies. Through these efforts, the Company aims to fortify its operational constitution, improve long-term profitability, and continue to create maximum value for its shareholders.
Chairman: Li-Lien Yen Chen
Manager: Yuan-Lung Chueh
Accounting Supervisor: Hsiao-Fan Lin
5
6
II. Audit Committee’s Review Report on the 2025 Financial Statements
Taiwan Acceptance Corporation
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 business report, Financial Statements (including consolidate and standalone statements) and the proposal for distribution of 2025 profits. The Taiwan Acceptance Corporation’s Financial Statements have been audited and certified by Hsin-Wei Tai, CPA, and, Pei-De Chen CPA, of Deloitte & Touche and an audit report relating to the Financial Statements has been issued. The aforementioned business report, Financial Statements and the proposal for distribution of 2025 profits have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.
To Taiwan Acceptance Corporation 2026 Annual Meeting of Shareholders
Chairman of the Audit Committee: Chi-Ching Chen
March 13, 2026
III. 2025 Employees' Compensation and Directors' Remuneration
-
In accordance with the Articles of Incorporation, should the Company report a profit for the fiscal year, it shall allocate a portion of said profit as compensation, comprising no more than 0.5% for directors and no less than 0.1% for employees, of which no less than 0.05% shall be allocated to grassroots employees.
-
The Company's pre-tax net profit for the year 2025, before the deduction of director and employee compensation, amounted to NT$5,177,797 thousand. In accordance with the Articles of Incorporation, director compensation was approved at approximately 0.50% of this profit, totaling NT$25,888,987. Employee compensation was approved at approximately 0.77% of this profit, totaling NT$39,767,200, of which the portion allocated to non-managerial employees was approximately 0.24% (amounting to NT$12,228,456, or about 31% of the total employee compensation). All compensation amounts will be disbursed in cash. The aforementioned director and employee compensation was duly approved by the Compensation Committee and the Board of Directors in their March 2026 meetings.
-
In addition to the employee compensation detailed above, the Company provides other incentive-based rewards based on operating results and individual employee performance. These include festival bonuses, annual bonuses, and management team performance bonuses, all intended to motivate employees to deliver greater value to the Company and its shareholders.
7
IV. 2025 Status of Endorsement and Guarantee
The aggregate endorsement/guarantee limit of the Company that 500% of the Company’s net equity is rounded to NT$ 203 billion. The limit on each endorsement/guarantee given to each company is 50% of the aggregate endorsement/guarantee limit. The aggregate endorsement/guarantee limit and the limit on each endorsement/guarantee given to each company were all complied with the regulation until December 31, 2025. The table for the details is as follows:
Unit: NT$ thousands
| The object of making endorsement | The amount of endorsement | Actual amount for making endorsement |
|---|---|---|
| Yulon Finance Philippines Corporation | 2,134,000 | 1,156,361 |
| Jiangsu TAC Financial Leasing Co., Ltd | 8,943,200 | 1,484,571 |
| Yulon Capital Sdn. Bhd. | 4,714,500 | 1,249,327 |
| Yulon Credit Sdn. Bhd. | 785,750 | - |
| Total | 16,577,450 | 3,890,259 |
8
V. 2025 Payment of Remuneration of Directors
-
In accordance with the Articles of Incorporation, the directors are entitled to receive remuneration. Such remuneration shall be reviewed by the Remuneration Committee and subsequently submitted to the Board of Directors for discussion and resolution. This remuneration is paid regardless of the Company's operational profitability. In addition, if the Company reports a profit for the fiscal year, it shall allocate no more than 0.5% of said profit as directors' compensation.
-
The directors' remuneration for the year 2025 comprises monthly fixed remuneration, remuneration from the distribution of earnings, and expenses for business operations. The disclosure is made on an individual basis, specifying the name of each director and their respective remuneration amount.
-
The directors' remuneration and its linkage with performance evaluation results are detailed in Attachment 1 (please refer to p.20~23).
9
VI. Situation Report on the Acquisition or Disposal of Assets from the Related Party
According to the company's “Regulations on Financial and Business Operations Among Related Parties”, please refer to the table below for the execution of the company's acquisition or disposal of assets with related parties in 2025:
| Board resolution date | Items | Transaction |
|---|---|---|
| 2025/05/08 | Subscription to the private placement of ordinary shares of the subsidiary, Shinshin Credit Corporation. | The Company subscribed to 60 million shares of private placement ordinary shares issued by its wholly-owned subsidiary, Shinshin Credit Corporation, at a price of NT$50 per share, with a total transaction amount of NT$3 billion. |
10
VII. The Amendment to the “Ethical Corporate Management Best Practice Principles”
To strengthen corporate governance and align with practical operational adjustments, the Board of Directors approved the amendments to certain provisions of the "Ethical Corporate Management Best Practice Principles" on August 7, 2025. The comparison table of the amended provisions is detailed in Attachment 2 (please refer to p.24).
11
Matters for Ratification
Item I
Proposed by the Board
Subject: Ratification of 2025 Business Report and Financial Statements
Descriptions:
-
The Company’s 2025 financial statements (including consolidate and standalone statements) have been audited and certified by Hsin-Wei Tai, CPA, and, Pei-De Chen, CPA, of Deloitte & Touche. The business report and financial statements have been reviewed by the Audit Committee. The Audit Committee found no unconformities, and their review report is submitted for examination.
-
The 2025 Business Report is hereby attached (please refer to p. 2–5). The Independent Auditors' Report issued by Deloitte & Touche and the Financial Statements are detailed in Attachment 3 (please refer to p. 25–45).
-
Ratification requested.
Resolution:
12
Item II
Proposed by the Board
Subject: Ratification of the Proposal for the Distribution of 2025 Earnings
Descriptions:
-
In accordance with the Company’s 2025 Financial Statements, the proposal for the 2025 earnings distribution has been prepared (please refer to p.14).
-
In accordance with preceding distribution as follows
(1) First, dividend of NT$2.34 is allocated to per preferred shares A.
(2) Next, a dividend of NT$4.58 per common share will be allocated, including a cash dividend of NT$4.38 per share and a stock dividend of NT$0.20 per share. Aforementioned issuance of new common shares as stock dividend shall be discussed in another item.
-
Upon recognition and adoption of this proposal at the annual meeting of shareholders, it is proposed to authorize the board of directors to determine ex-dividend date for preferred shares and common shares.
-
If the number of outstanding shares is affected by the conversion of convertible bonds into ordinary shares or the repurchase of the Company’s shares prior to the record date for cash dividend distribution, resulting in a change in the dividend rate, the Chairman is authorized to make necessary adjustments and handle all related matters with full authority.
-
Ratification requested.
Resolution:
Taiwan Acceptance Corporation
Earning Distribution Table
January 01, 2025-December 31, 2025
(UNIT:NT$)
| Item | Subtotal | Total |
|---|---|---|
| Undistributed earnings at beginning of the year | 9,865,082,516 | |
| Plus: Net profit after tax of the year | 4,654,358,815 | |
| Minus: Investments accounted for using the equity method | (3,646,545) | |
| Minus: Remeasurement of defined benefit plans | (1,760,615) | |
| Plus: Disposal of investments in equity instruments at fair value through other comprehensive income | 12,441,399 | |
| After-tax net income for the period plus the amount of other items adjusted to the current year’s undistributed earnings other than after-tax net income for the period | 4,661,393,054 | |
| Minus: Legal reserve (10%) | (466,139,305) | |
| Minus: Special reserve-debit of stockholders' equity | (167,894,609) | |
| Appropriation of earnings for 2025 | 4,027,359,140 | |
| Appropriation of earnings as of Dec 31, 2025 | 13,892,441,656 | |
| Distribution items: | ||
| Cash dividends to preferred shares (NT$2.34 per share) | (233,937,500) | |
| Cash dividends to common shares (NT$4.38 per share) | (2,521,287,195) | |
| Stock dividends to common shares (NT$0.20 per share) | (115,127,270) | |
| Undistributed earnings at the end of the year | 11,022,089,691 |
Note 1: An appropriation of NT$167,895 thousand for special reserve is made from 2025 earnings due to a negative balance in other equity on the 2025 balance sheet. Pursuant to Article 41 of the Securities and Exchange Act and FSC regulations, a supplementary appropriation is required. This increase stems primarily from the depreciation of the RMB, resulting in a NT$164,125 thousand net increase in exchange losses from foreign operations.
Note 2: Cash payment shall be rounded to one NTD (amounts less than one NTD shall be ignored). Remaining amount will be considered the Company's other income.
Note 3: The Preferred share A was issued 100,000,000 shares sold at $50. The preferred share dividends of $233,937,500 are prorated based on the dividend yield of 4.67875%.
Chairman: Li-Lien Yen Chen
Manager: Yuan-Lung Chueh
Accounting Supervisor: Hsiao-Fan Lin
14
Matters for Discussion
Item I
Proposed by the Board
Subject: Issue of new shares via capitalization of retained earnings
Descriptions:
-
For the needs of future business development and capital structure strength, it is proposed to allot NT$115,127,270 from unappropriated retained earnings for capitalization and issue 11,512,727 new common shares at NT$10 par value.
-
The major terms of issue of new shares are as follows:
(1) Each common shareholder will receive a stock dividend of 20 shares to every 1,000 shares in proportion to the shareholdings shown on the shareholders register as of the ex-right date.
(2) For fractional shares, the shareholders may apply to the Company’s Stock Office for aggregating the fractional shares into whole shares within five days of the ex-right date. Fractional shares which have not been aggregated, or after being aggregated but remaining fractional, the Company will distribute in cash, rounded down to NT$1, in accordance with Article 240 of Company Act. Furthermore, if there are any residual shares, the Chairman of the Board of Directors is authorized to negotiate with specified person regarding purchasing such shares at par value. The total issued common shares of the Company after the proposed capitalization will be increased from 575,636,346 shares to 587,149,073 shares.
(3) The rights and obligation of the new shares to be issued will be equal to existing common shares.
-
Upon recognition and adoption of this proposal at the annual meeting of shareholders, it is proposed to authorize the board of directors to determine ex-right date of stock dividends with approval of competent authority.
-
It is proposed to authorize the board of directors to handle all matters relating to the proposed capitalization depending on accommodating the competent authority’s requirement or the operational needs of the circumstance to make any changes thereto.
Resolution:
15
Item II
Proposed by the Board
Subject: The Amendment to the "Articles of Incorporation."
Descriptions: To strengthen the board structure and ensure regulatory compliance, the Company proposes to amend its Articles of Incorporation in accordance with the "Corporate Governance 3.0 - Sustainable Development Blueprint" and the "Directions for the Establishment and Exercise of Powers of the Board of Directors of Public Companies". The comparison table of the amended provisions is detailed in Attachment 4 (please refer to p. 46–47).
Resolution:
Item III
Proposed by the Board
Subject: Release the Prohibition on Directors from Participation in Competitive Business.
Descriptions:
-
In accordance with Article 209 of the Company Act, it is proposed to release the prohibition on Directors from participation in competitive business.
-
The new director which is representative of Lowin Industrial Co, Ltd, Yuan-Lung Chen is likely to engage in the company with identical properties of business operated by the Company, or serving as the directors or manager at the business, strategic alliance, or collaboration business reinvested by the Company. The prohibition on the directors from participation in competitive business is released from aforementioned regulations, if the part-time duty is required for business during the term and without the damage of company interests. Other position are as follows:
| Position | Name | Other position |
|---|---|---|
| Director | Yuan-Lung Chen | Hua-Chuang Automobile Informatiom Technical Center Co., Ltd. – Director |
| Diamond Hosiery & Thread Co., Ltd. – Director & General Manager | ||
| Yuan Tuo Investment Co., Ltd. – Director | ||
| Yuee Pong Business Co., Ltd. – Director | ||
| Fortune Motors Co., Ltd. – Director | ||
| Fu Lun Motors Co., Ltd. – Director | ||
| Yulon Management Co., Ltd. – Assistant Vice President, Financial & Corporate Management System |
Resolution:
18
Questions and Motions
19
Adjournment
Attachment 1
Director remuneration policy, the content and amount of individual remuneration, and their correlation with performance evaluation results
- The remuneration policies, systems, standards, and structures for the Company's general and independent directors, along with the correlation between their remuneration and factors such as responsibilities, risks, and time invested, are described as follows:
(1) According to the Articles of Incorporation, if the Company is profitable, no more than 0.5% of annual earnings shall be allocated as director remuneration, subject to approval by the Remuneration Committee and Board of Directors. Additionally, directors may receive monthly remuneration, which is reviewed by the Remuneration Committee and resolved by the Board in accordance with the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter." Such payments are made regardless of the Company's profit or loss.
(2) The standards for director remuneration are determined by the Board of Directors, following recommendations by the Remuneration Committee, which take into account industry benchmarks for director compensation, and ensure a reasonable correlation between remuneration and directors' individual contributions, the Company's operating performance, and future risks. The performance of directors for the year 2025 was evaluated pursuant to the guidelines related to the Company's board performance, with key evaluation criteria listed as follows:
i. Operating Performance: The Company's annual operating performance is assessed across three main categories
(a) Financial Metrics: Including operating revenue and profitability, with a weighting of 40%.
(b) Operational Management: Including new business volume, asset quality, and bad debt recovery indicators, with a weighting of 50%.
(c) Competitive Advantage & Mid-to-Long-Term Strategy: Including the execution of special projects, with a weighting of 10%.
The Company's overall performance score is calculated based on these indicators and their respective weightings and achievement levels, and is subsequently submitted to the Board of Directors for approval.
ii. Participation and Responsibility: Including directors' involvement and professional contributions to major proposals and their role in promoting the integration of ESG issues.
iii. Performance Evaluation Results for 2025: The average score for the Board of Directors' performance evaluation was 4.84 (out of 5), and the average score for individual board members' performance evaluation was 4.83 (out of 5), indicating that the Board is functioning effectively.
The remuneration of the Company's directors is closely linked to its operating results. For the year 2025, the Company's pre-tax net profit, before the deduction of director and employee compensation, was NT$5,177,797 K, representing a 12% decrease from the previous year.
Based on this performance, the directors' compensation allocated from profit, as stipulated by the Articles of Incorporation, was approximately $0.5\%$ , totaling NT$25,889 K. This amount also represents a decrease of NT$3,544 K (a $12\%$ reduction) from the same period last year. This outcome clearly reflects the principle that directors share in the Company's successes and jointly bear its operational risks.
- 2025 Payment of Remuneration to Director:
Unit: NT$ thousands
| Title | Name | Directors' Remuneration | The total of A+B+C+D / Net income ratio (%) | Compensation Earned by a Director Who is an Employee of TAC or of TAC's Consolidated Entities | The total of A+B+C+D+E+F +G / Net income ratio(%) | Receiving or not receiving remuneration from the reinvested companies or parent company other than the Company's subsidiaries | |
|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration from the Distribution of Earnings (C) (Note2) | Expenses for Business Operations (D) | Salaries, Bonus, and Special Allowance (E) (Note1) | Pension(F) | Employee Bonus from the Distribution of Earnings (G) (Note2) | |
| The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement |
| Institutional Shareholders | Yulon Motor Co., Ltd. | - | - | - | - | 11,391 | 11,391 |
| Chairman | Yulon Motor Co., Ltd. Representative: Li-Lien Yen Chen | 8,400 | 8,400 | - | - | - | - |
| Director | Yulon Motor Co., Ltd. Representative: Zhen-Xiang Yao | - | - | - | - | - | - |
| Director | Yulon Motor Co., Ltd. Representative: Tzu-Shen Tso | - | - | - | - | - | - |
| Institutional Shareholders | Yulon Management Co., Ltd. | - | - | - | - | 3,624 | 3,624 |
| Vice Chairman | Yulon Management Co., Ltd. Representative: Kuo-Hsing Hsu | 840 | 840 | - | - | - | - |
| Title | Name | Directors' Remuneration | The total of A+B+C+D / Net income ratio (%) | Compensation Earned by a Director Who is an Employee of TAC or of TAC's Consolidated Entities | The total of A+B+C+D+E+F +G / Net income ratio(%) | Receiving or not receiving remuneration from the reinvested companies or parent company other than the Company's subsidiaries |
|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration from the Distribution of Earnings (C) (Note2) | Expenses for Business Operations (D) | Salaries, Bonus, and Special Allowance (E) (Note1) | Pension(F) | Employee Bonus from the Distribution of Earnings (G) (Note2) |
| The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement | The Company |
| Institutional Shareholders | Lowin Industrial Co., Ltd. | - | - | - | - | 10,873 |
| Director | Lowin Industrial Co., Ltd. Representative: Liang Chang | - | - | - | - | - |
| Director | Lowin Industrial Co., Ltd. Representative: Te-Chao Huang (Nots3) | - | - | - | - | - |
| Director | Lowin Industrial Co., Ltd. Representative: Yuan-Lung Chen (Nots3) | - | - | - | - | - |
| Director | Lowin Industrial Co., Ltd. Representative: Yuan-Lung Chueh | - | 845 | - | - | - |
| Independent Director | Chi-Ching Chen | - | - | - | - | - |
| Independent Director | Kao-Chien Huang | - | - | - | - | - |
| Independent Director | Yi-Hong Hsieh (Nots4) | - | - | - | - | - |
| Independent Director | Zhong-Qi Zhou (Nots4) | - | - | - | - | - |
| Title | Name | Directors' Remuneration | The total of A+B+C+D / Net income ratio (%) | Compensation Earned by a Director Who is an Employee of TAC or of TAC's Consolidated Entities | The total of A+B+C+D+E+F +G / Net income ratio(%) | Receiving or not receiving remuneration from the reinvested companies or parent company other than the Company's subsidiaries | |
|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration from the Distribution of Earnings (C) (Note2) | Expenses for Business Operations (D) | Salaries, Bonus, and Special Allowance (E) (Note1) | Pension(F) | Employee Bonus from the Distribution of Earnings (G) (Note2) | |
| The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement | The Company | All the companies included in this financial statement |
| Independent Director | Yann-Ching Tsai (Nots4) | - | - | - | - | - | - |
| Independent Director | Chien-Hui Lee (Nots4) | - | - | - | - | - | - |
Note 1 : The amount in the table includes a rental car provided to Director Yuan-Lung Chueh with a rental fee of NT$ 256 K, and additional payment of NT$ 838 K for driver compensation.
Note 2 : This amount to be paid out as director and employee compensation in 2026 is estimated based on the percentage of actual amount of director and employee compensation occurring in 2024, which was distributed in 2025. If the director is a representative of a legal entity, such amount is paid to the entity instead of its individual representative.
Note 3: Director Te-Chao Huang resigned on August 13, 2025, and Director Yuan-Lung Chen was newly appointed on the same day. Their relevant remuneration is prorated based on their respective tenures in 2025.
Note 4: Independent Directors Yi-Hong Hsieh and Zhong-Qi Zhou (Chung-Chi Chou) completed their terms and resigned on June 30, 2025; Independent Directors Yann-Ching Tsai and Chien-Hui Lee were newly appointed on July 1, 2025. Their relevant remuneration is prorated based on their respective tenures in 2025.
Note 5: Except as disclosed in the table above, remuneration received by the directors of the Company for services rendered to all companies included in the financial statements (such as acting as non-employee consultants in all companies/reinvestment businesses included in the financial statements) during the most recent year: None
Attachment 2
Comparison Table for Amendments to the "Ethical Corporate Management Best Practice Principles"
| Amended version | Original version | Reason |
|---|---|---|
| Article 17 | ||
| The directors, managers, employees, mandates, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. | ||
| To achieve sound ethical corporate management, the Corporate Governance Team under the Sustainable Development Committee is the dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. | ||
| The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year): [omitted] | Article 17 | |
| The directors, managers, employees, mandates, and substantial controllers of the Company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. | ||
| To achieve sound ethical corporate management, the Corporate Governance Committee is the dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. | ||
| The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year): [omitted] | In response to operational adjustments. | |
| Article 27 | ||
| [omitted] | ||
| This principle has been established by the meeting of the Board of Directors on August 4, 2014. | ||
| The first amendment thereto has been made on March 23, 2015. | ||
| The second amendment thereto has been made on March 21, 2016. | ||
| The third amendment thereto has been made on January 16, 2020. | ||
| The fourth amendment thereto has been made on January 28, 2021. | ||
| The fifth amendment thereto has been made on June 29, 2021. | ||
| The sixth amendment thereto has been made on June 29, 2021. | Article 27 | |
| [omitted] | ||
| This principle has been established by the meeting of the Board of Directors on August 4, 2014. | ||
| The first amendment thereto has been made on March 23, 2015. | ||
| The second amendment thereto has been made on March 21, 2016. | ||
| The third amendment thereto has been made on January 16, 2020. | ||
| The fourth amendment thereto has been made on January 28, 2021. | ||
| The fifth amendment thereto has been made on June 29, 2021. | Revised the date of amendment. |
Attachment 3
Taiwan Acceptance Corporation
Financial Statements and Independent Auditors' Report
The Board of Directors and Shareholders
Taiwan Acceptance Corporation
(Formerly Yulon Finance Corporation)
Opinion
We have audited the accompanying parent company only financial statements of Taiwan Acceptance Corporation (formerly Yulon Finance Corporation) (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagement of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of the 2025 parent company only financial statements are described as follows:
Estimated Impairment of Trade Receivables
As described in Note 5 to the accompanying parent company only financial statements, the provision for impairment of trade receivables is based on assumptions on the probability of default and the loss given default. The Company uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Company's historical experience, existing market conditions as well as forward-looking estimates as of the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise. The key assumptions and inputs used involved significant management judgment and estimation uncertainty; thus, this is determined as a key audit matter.
Our audit procedures included the following:
- We obtained the understanding of the policies on impairment of trade receivables and assessed the reasonableness of impairment of receivables by performing inquiry, inspection and re-performance of related internal controls.
- We tested the system that generated related documents used by management in the evaluation and determination of probability of default and loss given default. We tested and verified the correctness of the assumptions used in the determination of probability of default and loss given default.
- We calculated the expected credit loss based on the impairment policy of the Company.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is 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.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 parent company only financial statements.
26
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only 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 entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 parent company only financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
27
The engagement partners on the audits resulting in this independent auditors’ report are Tai, Hsin-Wei and Chen, Pei De.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
28
TAIWAN ACCEPTANCE CORPORATION
(Formerly Yulon Finance Corporation)
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash | $ 870,217 | 1 | $ 643,420 | 1 |
| Financial assets at amortized cost - current | 600 | - | 50,600 | - |
| Notes and trade receivables from unrelated parties | 80,141,199 | 62 | 86,576,742 | 66 |
| Notes and trade receivables from related parties | 65,918 | - | 888,556 | 1 |
| Other receivables | 486,665 | 1 | 532,268 | - |
| Inventories | 972,339 | 1 | 1,682,064 | 1 |
| Prepayments | 257,505 | - | 15,843 | - |
| Incremental costs of obtaining a contract - current | 436,197 | - | 1,000,332 | 1 |
| Total current assets | 83,230,640 | 65 | 91,389,825 | 70 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current | 287,500 | - | 305,500 | - |
| Financial assets at amortized cost - non-current | 2,388,659 | 2 | - | - |
| Investments accounted for using the equity method | 41,835,895 | 32 | 37,799,118 | 29 |
| Property, plant and equipment | 1,039,352 | 1 | 1,053,607 | 1 |
| Right-of-use assets | 92,098 | - | 75,507 | - |
| Intangible assets | 10,197 | - | 19,182 | - |
| Deferred tax assets | 70,946 | - | 347,309 | - |
| Other non-current assets | 17,326 | - | 15,972 | - |
| Total non-current assets | 45,741,973 | 35 | 39,616,195 | 30 |
| TOTAL | $ 128,972,613 | 100 | $ 131,006,020 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings | $ 3,000,000 | 2 | $ 9,050,000 | 7 |
| Short-term bills payable | 70,263,911 | 55 | 67,915,776 | 52 |
| Financial liabilities at fair value through profit or loss - current | 194,354 | - | 172,754 | - |
| Notes and trade payables to unrelated parties | 20,598 | - | 15,695 | - |
| Notes and trade payables to related parties | 119,503 | - | 298,745 | - |
| Other payables | 608,424 | 1 | 575,320 | 1 |
| Current tax liabilities | 197,755 | - | 349,612 | - |
| Provisions - current | 21,622 | - | 24,573 | - |
| Lease payables - current | 93,341 | - | 76,147 | - |
| Bonds payable | 12,896,163 | 10 | 12,760,124 | 10 |
| Other current liabilities | 345,400 | - | 335,253 | - |
| Total current liabilities | 87,761,071 | 68 | 91,573,999 | 70 |
| NON-CURRENT LIABILITIES | ||||
| Deferred tax liabilities | 688,559 | 1 | 767,092 | - |
| Total non-current liabilities | 688,559 | 1 | 767,092 | - |
| Total liabilities | 88,449,630 | 69 | 92,341,091 | 70 |
| EQUITY | ||||
| Share capital | ||||
| Ordinary shares | 5,756,363 | 4 | 5,482,250 | 4 |
| Preference shares | 1,000,000 | 1 | 1,000,000 | 1 |
| Total share capital | 6,756,363 | 5 | 6,482,250 | 5 |
| Capital surplus | 14,536,252 | 11 | 14,536,533 | 11 |
| Retained earnings | ||||
| Legal reserve | 4,871,787 | 4 | 4,358,417 | 3 |
| Special reserve | 24,422 | - | 725,464 | 1 |
| Unappropriated earnings | 14,526,475 | 11 | 12,586,687 | 10 |
| Total retained earnings | 19,422,684 | 15 | 17,670,568 | 14 |
| Other equity | (192,316) | - | (24,422) | - |
| Total equity | 40,522,983 | 31 | 38,664,929 | 30 |
| TOTAL | $ 128,972,613 | 100 | $ 131,006,020 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
TAIWAN ACCEPTANCE CORPORATION
(Formerly Yulon Finance Corporation)
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE | ||||
| Interest revenue from acquired accounts receivable | $ 4,137,208 | 60 | $ 5,024,121 | 60 |
| Interest revenue from installment sales | 2,100,753 | 30 | 2,586,222 | 31 |
| Agency revenue | 132,915 | 2 | 138,063 | 2 |
| Other interest revenue | 407,601 | 6 | 485,944 | 6 |
| Other operating revenue | 158,897 | 2 | 137,313 | 1 |
| Total operating revenue | 6,937,374 | 100 | 8,371,663 | 100 |
| OPERATING COSTS | ||||
| Financing cost | 1,651,027 | 24 | 1,874,724 | 22 |
| GROSS PROFIT | 5,286,347 | 76 | 6,496,939 | 78 |
| OPERATING EXPENSES | ||||
| Other operating expenses | 2,099,385 | 30 | 2,292,851 | 28 |
| Expected credit loss | 1,451,757 | 21 | 2,541,350 | 30 |
| Total operating expenses | 3,551,142 | 51 | 4,834,201 | 58 |
| PROFIT FROM OPERATIONS | 1,735,205 | 25 | 1,662,738 | 20 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income | 102,673 | 2 | 85,257 | 1 |
| Other gains and losses | (64,192) | (1) | 185,840 | 2 |
| Share of profit or loss of subsidiaries and associates | 3,338,455 | 48 | 3,881,080 | 46 |
| Total non-operating income and expenses | 3,376,936 | 49 | 4,152,177 | 49 |
| PROFIT BEFORE INCOME TAX | 5,112,141 | 74 | 5,814,915 | 69 |
| INCOME TAX EXPENSE | 457,782 | 7 | 712,426 | 8 |
| NET PROFIT FOR THE YEAR | 4,654,359 | 67 | 5,102,489 | 61 |
| (Continued) |
TAIWAN ACCEPTANCE CORPORATION
(Formerly Yulon Finance Corporation)
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 119 | - | $ 948 | - |
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | (18,000) | - | 76,250 | 1 |
| Share of other comprehensive income of subsidiaries and associates accounted for using the equity method | 6,146 | - | 14,979 | - |
| Income tax loss related to components of other comprehensive income | (24) | - | (190) | - |
| (11,759) | - | 91,987 | 1 | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Share of other comprehensive (loss) income of subsidiaries and associates accounted for using the equity method | (153,318) | (2) | 477,551 | 6 |
| (153,318) | (2) | 477,551 | 6 | |
| Other comprehensive (loss) income for the year, net of income tax | (165,077) | (2) | 569,538 | 7 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 4,489,282 | 65 | $ 5,672,027 | 68 |
| EARNINGS PER SHARE | ||||
| Basic | $ 7.68 | $ 8.46 | ||
| Diluted | $ 7.32 | $ 8.22 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
31
TAIWAN ACCEPTANCE CORPORATION
(Formerly Yaian Finance Corporation)
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital | Capital Surplus | Retained Earnings | Other Equity | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preference Shares | Ordinary Shares | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Gain (Loss) on Hedging Instruments | Total | |||
| BALANCE ON JANUARY 1, 2024 | $ 1,000,000 | $ 5,482,250 | $ 14,537,851 | $ 3,815,173 | $ 549,072 | $ 11,723,866 | $ (722,820) | $ (2,644) | $ - | $ (725,464) | $ 36,381,928 |
| Appropriation of 2023 earnings | |||||||||||
| Legal reserve | - | - | - | 543,244 | - | (543,244) | - | - | - | - | - |
| Special reserve | - | - | - | - | 495,004 | (495,004) | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | - | (3,344,173) | - | - | - | - | (3,344,173) |
| Cash dividends for preference shares distributed by the Company | - | - | - | - | - | (207,066) | - | - | - | - | (207,066) |
| Special reserve reversed | - | - | - | - | (318,612) | 318,612 | - | - | - | - | - |
| Disposal of subsidiary | - | - | - | - | - | - | 163,466 | - | - | 163,466 | 163,466 |
| Changes in percentage of ownership interests in subsidiaries | - | - | (498) | - | - | - | - | - | - | - | (498) |
| Actual acquisition of interests in subsidiaries | - | - | - | - | - | (745) | - | - | - | - | (745) |
| Subscribe for additional new shares of associates at a percentage different from existing ownership | - | - | - | - | - | (10) | - | - | - | - | (10) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 5,102,489 | - | - | - | - | 5,102,489 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 6,679 | 497,673 | 84,062 | (18,876) | 562,859 | 569,538 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 5,109,168 | 497,673 | 84,062 | (18,876) | 562,859 | 5,672,027 |
| Associate disposed the investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | 25,283 | - | (25,283) | - | (25,283) | - |
| BALANCE ON DECEMBER 31, 2024 | 1,000,000 | 5,482,250 | 14,536,533 | 4,358,417 | 725,464 | 12,586,687 | (61,681) | 56,135 | (18,876) | (24,422) | 38,664,929 |
| Appropriation of 2024 earnings | |||||||||||
| Legal reserve | - | - | - | 513,370 | - | (513,370) | - | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | - | (2,401,226) | - | - | - | - | (2,401,226) |
| Cash dividends for preference shares distributed by the Company | - | - | - | - | - | (233,938) | - | - | - | - | (233,938) |
| Share dividends distributed by the Company | - | 274,113 | - | - | - | (274,113) | - | - | - | - | - |
| Special reserve reversed | - | - | - | - | (701,042) | 701,042 | - | - | - | - | - |
| Disposal of subsidiary | - | - | - | - | - | - | 7,864 | - | - | 7,864 | 7,864 |
| Changes in percentage of ownership interests in subsidiaries | - | - | (281) | - | - | - | - | - | - | - | (281) |
| Actual acquisition of interests in subsidiaries | - | - | - | - | - | (3,647) | - | - | - | - | (3,647) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 4,654,359 | - | - | - | - | 4,654,359 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | (1,760) | (171,989) | (8,120) | 16,792 | (163,317) | (165,077) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 4,652,599 | (171,989) | (8,120) | 16,792 | (163,317) | 4,489,282 |
| Associate disposed the investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | 12,441 | - | (12,441) | - | (12,441) | - |
| BALANCE ON DECEMBER 31, 2025 | $ 1,000,000 | $ 5,756,363 | $ 14,536,252 | $ 4,871,787 | $ 24,422 | $ 14,526,475 | $ (225,806) | $ 35,574 | $ (2,884) | $ (102,316) | $ 40,522,983 |
The accompanying notes are an integral part of the parent company only financial statements.
33
TAIWAN ACCEPTANCE CORPORATION
(Formerly Yulon Finance Corporation)
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 5,112,141 | $ 5,814,915 |
| Adjustments for: | ||
| Interest income | (6,795,006) | (8,244,825) |
| Share of profit or loss of subsidiaries and associates | (3,338,455) | (3,881,080) |
| Financing cost | 1,694,801 | 1,875,923 |
| Expected credit loss | 1,451,757 | 2,541,350 |
| Amortization expense | 590,907 | 976,209 |
| Depreciation expense | 52,833 | 58,423 |
| Net loss on fair value changes of financial assets and liabilities at fair value through profit or loss | 21,600 | 110,400 |
| Dividend income | (8,250) | (9,050) |
| Reversal of provisions | (2,951) | (52,970) |
| Net (gain) loss on foreign currency exchange | (1,179) | 36,427 |
| Net gain on lease modification | (9) | (7) |
| Net gain on disposal of property, plant and equipment | (2) | (821) |
| Gain on disposal of subsidiary | - | (333,045) |
| Changes in operating assets and liabilities | ||
| Notes and trade receivables from unrelated parties | 5,016,638 | 12,362,701 |
| Notes and trade receivables from related parties | 822,638 | (701,809) |
| Other receivables | 51,533 | (29,978) |
| Inventories | 709,725 | (918,172) |
| Prepayments | (241,662) | 6,782 |
| Incremental cost of obtaining a contract | (15,139) | (339,260) |
| Notes and trade payables to unrelated parties | 4,903 | (12,989) |
| Notes and trade payables to related parties | (179,242) | 197,947 |
| Other payables | 39,591 | (115,717) |
| Other current liabilities | 10,147 | 37,172 |
| Net defined benefit liabilities | (35) | (70) |
| Cash generated from operations | 4,997,284 | 9,378,456 |
| Interest received | 6,762,660 | 8,184,237 |
| Interest paid | (1,544,030) | (1,978,395) |
| Income tax paid | (411,833) | (439,253) |
| Net cash generated from operating activities | 9,804,081 | 15,145,045 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at amortized cost | (2,389,165) | - |
| Proceeds from sale of financial assets at amortized cost | 50,000 | 200 |
| Net cash outflow on disposal of subsidiary | - | (261,240) |
| Net cash inflow on disposal of subsidiary | - | 2,838,087 |
| Acquisition of property, plant and equipment | (6,910) | (15,299) |
| Proceeds from disposal of property, plant and equipment | 13 | 4,900 |
| Decrease in refundable deposits | (1,200) | 190 |
| (Continued) |
34
TAIWAN ACCEPTANCE CORPORATION
(Formerly Yulon Finance Corporation)
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Acquisition of intangible assets | $ (2,648) | $ (13,422) |
| Dividends received from subsidiaries and associates | 2,158,441 | 2,840,966 |
| Dividend received | 3,500 | 4,550 |
| Net cash (used in) generated from investing activities | (187,969) | 5,398,932 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 14,951,000 | 37,690,000 |
| Repayments of short-term borrowings | (21,001,000) | (34,240,000) |
| Proceeds from short-term bills payable | 18,465,356 | 12,874,093 |
| Repayments of short-term bills payable | (16,136,802) | (31,224,207) |
| Acquisition of investment accounted for using the equity method | (3,000,000) | - |
| Repayments of bonds payable | - | (1,950,000) |
| Repayment of the principal portion of lease liabilities | (32,705) | (32,534) |
| Dividends paid | (2,635,164) | (3,551,239) |
| Net cash used in financing activities | (9,389,315) | (20,433,887) |
| NET INCREASE IN CASH | 226,797 | 110,090 |
| CASH AT THE BEGINNING OF THE YEAR | 643,420 | 533,330 |
| CASH AT THE END OF THE YEAR | $ 870,217 | $ 643,420 |
The accompanying notes are an integral part of the parent company only financial statements.(Concluded)
35
Taiwan Acceptance Corporation and Subsidiaries
Consolidated Financial Statements and Independent Auditors' Report
The Board of Directors and Shareholders
Taiwan Acceptance Corporation
(Formerly Yulon Finance Corporation)
Opinion
We have audited the accompanying consolidated financial statements of Taiwan Acceptance Corporation (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
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, 2025 and 2024, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, 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 for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The descriptions of the key audit matters of the 2025 consolidated financial statements are as follows:
Estimated Impairment of Trade Receivables
As described in Note 5 to the accompanying consolidated financial statements, the provision for impairment of trade receivables is based on assumptions on the probability of default and loss given default. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as estimates as of the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise. The key assumptions and inputs used involved significant management judgment and estimation uncertainty; thus, this is determined as a key audit matter.
Our audit procedures included the following:
- We obtained an understanding of the policies on impairment of trade receivables and assessed the reasonableness of impairment of receivables by performing inquiry, inspection and re-performance of related internal controls.
- We tested the system that generated related documents used by management in the evaluation and determination of default rate and expected loss rate. We tested and verified the correctness of the assumptions used in the determination of default rate and expected loss rate.
- We calculated the expected credit loss based on the impairment policy of the Group.
Other Matter
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified 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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
36
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
37
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Tai, Hsin-Wei and Chen, Pei De.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
38
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Yulon Finance Corporation)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents | $ 6,995,156 | 3 | $ 6,078,436 | 2 |
| Financial assets at fair value through profit or loss - current | 11,906 | - | 11,731 | - |
| Financial assets at amortized cost - current | 4,542,822 | 2 | 3,786,232 | 1 |
| Notes and trade receivables from unrelated parties | 181,349,006 | 64 | 188,275,457 | 65 |
| Notes and trade receivables from related parties | 192,141 | - | 985,196 | - |
| Finance lease receivables | 23,920,448 | 8 | 29,184,410 | 10 |
| Other receivables | 11,947,985 | 4 | 8,897,531 | 3 |
| Inventories | 1,118,127 | - | 1,868,006 | 1 |
| Prepayments | 2,601,703 | 1 | 1,895,561 | 1 |
| Incremental costs of obtaining a contract - current | 1,197,928 | - | 2,546,235 | 1 |
| Other current assets | 130,067 | - | 98,010 | - |
| Total current assets | 234,007,289 | 82 | 243,626,805 | 84 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current | 291,584 | - | 309,759 | - |
| Financial assets at amortized cost - non-current | 2,623,581 | 1 | 85,861 | - |
| Investments accounted for using the equity method | 873,844 | - | 696,840 | - |
| Property, plant and equipment | 40,960,169 | 14 | 34,026,948 | 12 |
| Right-of-use assets | 1,496,982 | 1 | 1,500,216 | - |
| Intangible assets | 372,840 | - | 407,590 | - |
| Goodwill | 426,552 | - | 426,552 | - |
| Deferred tax assets | 1,313,600 | 1 | 1,599,692 | 1 |
| Long-term finance lease receivables | 1,745,219 | 1 | 1,853,161 | 1 |
| Other non-current assets | 492,627 | - | 5,806,425 | 2 |
| Total non-current assets | 50,596,998 | 18 | 46,713,044 | 16 |
| TOTAL | $ 284,604,287 | 100 | $ 290,339,849 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings | $ 31,802,346 | 11 | $ 49,565,999 | 17 |
| Short-term bills payable | 164,259,843 | 58 | 154,355,629 | 53 |
| Financial liabilities at fair value through profit or loss - current | 194,354 | - | 172,754 | - |
| Financial liabilities for hedging - current | 14,397 | - | 68,189 | - |
| Notes and trade payables to unrelated parties | 673,094 | 1 | 469,023 | - |
| Notes and trade payables to related parties | 163,924 | - | 341,187 | - |
| Other payables | 2,152,360 | 1 | 2,209,912 | 1 |
| Current tax liabilities | 620,020 | - | 833,175 | - |
| Provisions - current | 121,481 | - | 30,142 | - |
| Lease payables - current | 531,829 | - | 497,836 | - |
| Current portion of long-term borrowings | 569,895 | - | 1,291,121 | 1 |
| Bonds payable | 16,993,167 | 6 | 15,657,594 | 5 |
| Guarantee deposits received | 14,788,664 | 5 | 14,367,850 | 5 |
| Other current liabilities | 2,090,479 | 1 | 1,977,577 | 1 |
| Total current liabilities | 234,975,853 | 83 | 241,837,988 | 83 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings | 4,974,619 | 2 | 5,873,244 | 2 |
| Deferred tax liabilities | 2,313,471 | 1 | 2,277,528 | 1 |
| Lease payables - non-current | 1,092,670 | - | 1,122,476 | - |
| Net defined benefit liabilities | 10,405 | - | 10,526 | - |
| Other non-current liabilities | 316,838 | - | 9,352 | - |
| Total non-current liabilities | 8,708,003 | 3 | 9,293,126 | 3 |
| Total liabilities | 243,683,856 | 86 | 251,131,114 | 86 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||
| Share capital | ||||
| Ordinary shares | 5,756,363 | 2 | 5,482,250 | 2 |
| Preference shares | 1,000,000 | - | 1,000,000 | 1 |
| Total share capital | 6,756,363 | 2 | 6,482,250 | 3 |
| Capital surplus | 14,536,252 | 5 | 14,536,533 | 5 |
| Retained earnings | ||||
| Legal reserve | 4,871,787 | 2 | 4,358,417 | 2 |
| Special reserve | 24,422 | - | 725,464 | - |
| Unappropriated earnings | 14,526,475 | 5 | 12,586,687 | 4 |
| Total retained earnings | 19,422,684 | 7 | 17,670,568 | 6 |
| Other equity | (192,316) | - | (24,422) | - |
| Total equity attributable to owners of the Company | 40,522,983 | 14 | 38,664,929 | 14 |
| NON-CONTROLLING INTERESTS | 397,448 | - | 543,806 | - |
| Total equity | 40,920,431 | 14 | 39,208,735 | 14 |
| TOTAL | $ 284,604,287 | 100 | $ 290,339,849 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Yulon Finance Corporation)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE | ||||
| Rental revenue | $ 11,795,855 | 30 | $ 11,318,056 | 27 |
| Sales | 6,362,232 | 16 | 6,166,497 | 15 |
| Interest revenue from acquired accounts receivable | 8,756,474 | 22 | 11,074,292 | 27 |
| Interest revenue from loans | 127,703 | - | 705,435 | 2 |
| Interest revenue from installment sales | 5,229,817 | 13 | 5,266,058 | 13 |
| Interest revenue from capital leases | 2,715,914 | 7 | 3,317,723 | 8 |
| Other interest revenue | 1,625,171 | 4 | 1,752,985 | 4 |
| Agency revenue | 133,535 | 1 | 138,767 | - |
| Other operating revenue | 2,793,492 | 7 | 1,731,434 | 4 |
| Total operating revenue | 39,540,193 | 100 | 41,471,247 | 100 |
| OPERATING COSTS | ||||
| Rental cost | 9,663,996 | 25 | 9,272,798 | 22 |
| Cost of goods sold | 6,038,905 | 15 | 5,736,759 | 14 |
| Financing cost | 4,746,693 | 12 | 5,176,447 | 13 |
| Other operating cost | 1,691,390 | 4 | 1,147,738 | 3 |
| Total operating costs | 22,140,984 | 56 | 21,333,742 | 52 |
| GROSS PROFIT | 17,399,209 | 44 | 20,137,505 | 48 |
| OPERATING EXPENSES | ||||
| Other operating expenses | 8,931,870 | 23 | 9,559,125 | 23 |
| Expected credit loss | 2,913,928 | 7 | 4,284,768 | 10 |
| Total operating expenses | 11,845,798 | 30 | 13,843,893 | 33 |
| PROFIT FROM OPERATIONS | 5,553,411 | 14 | 6,293,612 | 15 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income | 487,386 | 1 | 430,541 | 1 |
| Other gains and losses | (274,125) | (1) | 69,396 | - |
| Share of profit or loss of associates and joint ventures | 176,819 | 1 | 139,660 | 1 |
| Total non-operating income and expenses | 390,080 | 1 | 639,597 | 2 |
| PROFIT BEFORE INCOME TAX | 5,943,491 | 15 | 6,933,209 | 17 |
| INCOME TAX EXPENSE | 1,364,743 | 4 | 1,840,019 | 5 |
(Continued)
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Yulon Finance Corporation)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| NET PROFIT FOR THE YEAR | 4,578,748 | 11 | 5,093,190 | 12 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | 1,425 | - | 6,939 | - |
| Unrealized (loss) gain on financial assets at fair value through other comprehensive income | (18,175) | - | 70,684 | - |
| Share of other comprehensive income of associates accounted for using the equity method | 5,243 | - | 15,815 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | (252) | - | (1,451) | - |
| (11,759) | - | 91,987 | - | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | (171,234) | - | 598,186 | 2 |
| Gain (loss) on hedging instruments | 16,792 | - | (18,876) | - |
| Share of other comprehensive income (loss) of associates accounted for using the equity method | 1,124 | - | (834) | - |
| (153,318) | - | 578,476 | 2 | |
| Other comprehensive (loss) income for the year, net of income tax | (165,077) | - | 670,463 | 2 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 4,413,671 | 11 | $ 5,763,653 | 14 |
| NET PROFIT (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 4,654,359 | 12 | $ 5,102,489 | 12 |
| Non-controlling interests | (75,611) | - | (9,299) | - |
| $ 4,578,748 | 12 | $ 5,093,190 | 12 |
(Continued)
41
42
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Yulon Finance Corporation)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| TOTAL COMPREHENSIVE INCOME | ||||
| ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 4,489,282 | 11 | $ 5,672,027 | 14 |
| Non-controlling interests | (75,611) | - | 91,626 | - |
| $ 4,413,671 | 11 | $ 5,763,653 | 14 | |
| EARNINGS PER SHARE | ||||
| Basic | $ 7.68 | $ 8.46 | ||
| Diluted | $ 7.32 | $ 8.22 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Taiwan Finance Corporation)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2026
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus | Retained Earnings | Exchange Difference on Translation of Foreign Operations | Other Equity | Total | Non-controlling Interests | Total Equity | ||||||
| Preference Shares | Ordinary Shares | Legal Reserve | Special Reserve | Unappropriated Earnings | Unemployed Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Gain (Loss) on Hedging Instruments | Total | ||||||
| BALANCE ON JANUARY 1, 2024 | $ 1,800,800 | $ 5,482,250 | $ 14,537,831 | $ 3,815,173 | $ 549,072 | $ 11,723,866 | $ (722,024) | $ (2,644) | $ - | $ (725,464) | $ 36,381,928 | $ 3,859,902 | $ 39,441,910 |
| Appropriation of 2023 earnings | - | - | - | 543,244 | - | (543,244) | - | - | - | - | - | - | - |
| Legal reserve | - | - | - | - | 495,004 | (495,004) | - | - | - | - | - | - | - |
| Special reserve | - | - | - | - | - | (3,346,173) | - | - | - | - | (3,346,173) | - | (3,346,173) |
| Cash dividends distributed by the Company | - | - | - | - | - | (207,866) | - | - | - | - | (207,866) | - | (207,866) |
| Cash dividends for preferred shares distributed by the Company | - | - | - | - | (318,612) | 318,612 | - | - | - | - | - | - | - |
| Special reserve reversed | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Disposal of subsidiary | - | - | - | - | - | - | 163,466 | - | - | 163,466 | 163,466 | (2,546,857) | (2,583,391) |
| Changes in percentage of ownership interests in subsidiaries | - | - | (498) | - | - | - | - | - | - | - | (498) | 498 | - |
| Actual acquisition of interests in subsidiaries | - | - | - | - | - | (745) | - | - | - | - | (745) | (61,443) | (62,188) |
| Subscribe for additional new shares of associates at a percentage different from existing ownership | - | - | - | - | - | (10) | - | - | - | - | (10) | - | (10) |
| Net profit (loss) for the year ended December 31, 2024 | - | - | - | - | - | 5,102,489 | - | - | - | - | 5,102,489 | (9,299) | 5,093,190 |
| Other comprehensive (loss) income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 6,679 | 497,673 | 84,862 | (18,076) | 362,859 | 569,538 | 108,925 | 670,663 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 5,109,168 | 497,673 | 84,862 | (18,076) | 362,859 | 5,672,027 | 91,626 | 5,763,653 |
| Associates disposed the investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | 25,283 | - | (25,283) | - | (25,283) | - | - | - |
| BALANCE ON DECEMBER 31, 2024 | 1,800,800 | 5,482,250 | 14,556,533 | 4,339,417 | 725,464 | 12,596,687 | (61,681) | 56,135 | (18,076) | (24,422) | 30,664,929 | 543,806 | 39,200,735 |
| Appropriation of 2024 earnings | - | - | - | 513,370 | - | (513,370) | - | - | - | - | - | - | - |
| Legal reserve | - | - | - | - | - | (2,441,226) | - | - | - | - | (2,441,226) | - | (2,441,226) |
| Cash dividends distributed by the Company | - | - | - | - | - | (233,938) | - | - | - | - | (233,938) | - | (233,938) |
| Cash dividends for preferred shares distributed by the Company | - | - | - | - | - | (279,113) | - | - | - | - | - | - | - |
| Share dividends distributed by the Company | - | 274,113 | - | - | - | - | - | - | - | - | - | - | - |
| Special reserve reversed | - | - | - | - | (701,042) | 701,042 | - | - | - | - | - | - | - |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | - | - | - | (21,675) | (21,675) |
| Disposal of subsidiary | - | - | - | - | - | - | 7,864 | - | - | 7,864 | 7,864 | - | 7,864 |
| Changes in percentage of ownership interests in subsidiaries | - | - | (281) | - | - | - | - | - | - | - | (281) | 281 | - |
| Actual acquisition of interests in subsidiaries | - | - | - | - | - | (3,647) | - | - | - | - | (3,647) | (49,353) | (53,080) |
| Net profit (loss) for the year ended December 31, 2025 | - | - | - | - | - | 4,654,359 | - | - | - | - | 4,654,359 | (75,611) | 4,570,748 |
| Other comprehensive (loss) income for the year ended December 31, 2025, net of income tax | - | - | - | - | - | (3,780) | (171,989) | (8,120) | 36,792 | (163,317) | (165,077) | - | (165,077) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 4,652,599 | (171,989) | (8,120) | 36,792 | (163,317) | 4,489,282 | (75,611) | 4,413,671 |
| Associates disposed the investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | 12,441 | - | (12,441) | - | (12,441) | - | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 1,800,800 | $ 5,756,363 | $ 14,556,252 | $ 4,871,787 | $ 24,422 | $ 14,526,475 | $ (225,006) | $ 35,574 | $ (2,084) | $ (192,316) | $ 40,522,983 | $ 397,448 | $ 40,920,631 |
The accompanying notes are an integral part of the consolidated financial statements.
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Yulon Finance Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 5,943,491 | $ 6,933,209 |
| Adjustments for: | ||
| Interest income | (18,728,330) | (22,391,390) |
| Depreciation expense | 8,453,911 | 7,845,453 |
| Financing cost | 4,964,110 | 5,229,163 |
| Expected credit loss | 2,913,928 | 4,284,768 |
| Amortization expense | 1,455,695 | 2,475,548 |
| Share of profit or loss of associates and joint ventures | (176,819) | (139,660) |
| Recognition (reversal) of provisions | 69,331 | (47,753) |
| Impairment loss (reversal of impairment loss) recognized on assets | 54,624 | (164,797) |
| Net loss on fair value changes of financial assets at fair value through profit or loss | 21,425 | 109,865 |
| Net (gain) loss on foreign currency exchange | (16,063) | 81,182 |
| Dividend income | (8,250) | (9,050) |
| Loss (gain) on disposal of subsidiary | 7,864 | (317,492) |
| Write-downs of inventories | 4,576 | 2,814 |
| Net loss on disposal of property, plant and equipment | 1,991 | 2,017 |
| Net gain on lease modification | (778) | (840) |
| Changes in operating assets and liabilities | ||
| Financial assets at fair value through profit or loss | - | 75,972 |
| Notes and trade receivables from unrelated parties | 4,664,268 | 12,841,318 |
| Notes and trade receivables from related parties | 793,055 | (694,896) |
| Other receivables | (3,035,035) | (3,253,433) |
| Inventories | 745,303 | (882,355) |
| Prepayments | (699,335) | (123,115) |
| Other current assets | (32,656) | (38,305) |
| Finance lease receivables | 4,759,075 | (962,656) |
| Incremental cost of obtaining a contract | (53,242) | (1,448,104) |
| Other non-current assets | 9,482 | 24,301 |
| Notes and trade payables to unrelated parties | 192,261 | (188,503) |
| Notes and trade payables to related parties | (177,263) | 178,770 |
| Other payables | (516,996) | (29,960) |
| Available-for-sale operating assets held for rental to others | (7,751,725) | (9,787,679) |
| Guarantee deposits received | 783,604 | 1,486,741 |
| Other current liabilities | 116,195 | 110,848 |
| Net defined benefit liabilities | 1,238 | 539 |
| Cash generated from operations | 4,758,935 | 1,202,520 |
| Interest received | 18,522,561 | 22,720,183 |
| Interest paid | (4,858,326) | (5,192,718) |
| Income tax paid | (1,312,319) | (1,791,480) |
| Net cash generated from operating activities | 17,110,851 | 16,938,505 |
(Continued)
TAIWAN ACCEPTANCE CORPORATION AND SUBSIDIARIES
(Formerly Yulon Finance Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at amortized cost | $ (9,131,035) | $ (5,447,653) |
| Proceeds from sale of financial assets at amortized cost | 5,778,653 | 3,750,262 |
| Net cash outflow from subsidiaries | (15,356) | - |
| Net cash inflow on disposal of subsidiary | - | 1,154,274 |
| Acquisition of property, plant and equipment | (1,614,518) | (250,061) |
| Proceeds from disposal of property, plant and equipment | 16,867 | 18,077 |
| (Increase) decrease in refundable deposits | (60,793) | 21,678 |
| Acquisition of intangible assets | (22,835) | (62,679) |
| Proceeds from disposal of intangible assets | - | 60 |
| Acquisition of right-of-use assets | (1,597) | (6,427) |
| Increase in prepayments for equipment | (220,287) | (4,823,917) |
| Dividends received from associates | 6,182 | 5,670 |
| Dividend received | 3,500 | 4,550 |
| Net cash used in investing activities | (5,261,219) | (5,636,166) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 143,494,733 | 212,025,616 |
| Repayments of short-term borrowings | (160,741,501) | (208,049,618) |
| Proceeds from short-term bills payable | 673,129,925 | 507,667,327 |
| Repayments of short-term bills payable | (667,716,795) | (522,115,413) |
| Proceeds from issuance of bonds payable | 1,197,498 | - |
| Repayments of bonds payable | - | (1,950,000) |
| Proceeds from long-term borrowings | 3,169,082 | 49,011,719 |
| Repayments of long-term borrowings | (293,632) | (46,739,558) |
| Proceeds of financial liabilities at amortized cost | 1,606,980 | - |
| Decrease of financial liabilities at amortized cost | (1,606,980) | - |
| Repayment of the principal portion of lease liabilities | (389,407) | (373,436) |
| Cash dividend | (2,635,164) | (3,551,239) |
| Acquisition of additional interests in subsidiaries | (53,000) | (62,188) |
| Cash dividends distributed to non-controlling interests | (21,675) | - |
| Net cash used in financing activities | (10,859,936) | (14,136,790) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (72,976) | 265,006 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 916,720 | (2,569,445) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 6,078,436 | 8,647,881 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 6,995,156 | $ 6,078,436 |
| The accompanying notes are an integral part of the consolidated financial statements. | (Concluded) |
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Attachment 4
The comparison table of the "Articles of Incorporation"
| Amended version | Original version | Reason |
|---|---|---|
| Article 15 | ||
| The Board of Directors of a company shall have five to eleven directors. The term of office of a director is three years; but he/she may be eligible for re-election. The total registered shares owned by the directors of the Company shall be in accordance with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” published by Securities Competent Authority. In accordance with the Securities and Exchange Act, the company shall, beginning in the fourteenth commencement, establish the independent directors, not less than three in number and not less than one-third of the total number of directors, to be included in the number of directors designated in the preceding paragraph. The elections of directors (including independent directors) of the Company shall proceed with the candidate nomination system; the Meeting of Shareholders shall elect the directors from among the nominees listed in the roster of candidates. Elections for independent and non-independent directors shall proceed concurrently, and number of elected directors shall be calculated separately. The professional qualifications, restrictions on shareholdings, concurrent positions, nomination and election processes and other requirements of independent directors shall be determined and executed in accordance with the Company Act, Securities and Exchange Act and related regulations. | Article 15 | |
| The Board of Directors of a company shall have five to eleven directors. The term of office of a director is three years; but he/she may be eligible for re-election. The total registered shares owned by the directors of the Company shall be in accordance with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” published by Securities Competent Authority. In accordance with the Securities and Exchange Act, the company shall, beginning in the tenth commencement, establish the independent directors, not less than three in number and not less than one-fifth of the total number of directors, to be included in the number of directors designated in the preceding paragraph. The elections of directors (including independent directors) of the Company shall proceed with the candidate nomination system; the Meeting of Shareholders shall elect the directors from among the nominees listed in the roster of candidates. Elections for independent and non-independent directors shall proceed concurrently, and number of elected directors shall be calculated separately. The professional qualifications, restrictions on shareholdings, concurrent positions, nomination and election processes and other requirements of independent directors shall be determined and executed in accordance with the Company Act, Securities and Exchange Act and related regulations. | Revised in accordance with the "Corporate Governance 3.0 - Sustainable Development Blueprint" and the "Directions for Public Companies on the Establishment and Exercise of Powers of the Board of Directors," among other relevant laws and regulations. | |
| Article 18 | ||
| The scope of duties and power of the Board of Directors are listed below: 1. Determination and approval of | Article 18 | |
| The scope of duties and power of the Board of Directors are listed below: 1. Determination and approval of | Revised to clearly define the Board of Directors' approval authority and improve |
| Amended version | Original version | Reason |
|---|---|---|
| business policy; | ||
| 2. Audit and approval of corporate rules and regulations; | ||
| 3. Examination and approval of budget plans; | ||
| 4. Determination and proposal of profit distributions; | ||
| 5. Determination and approval of capital changes; | ||
| 6. Appointment and discharge of essential employees; | ||
| 7. Audit and approval of major investment; | ||
| 8. Audit and approval of the amounts to make in endorsements/guarantees; | ||
| 9. Audit and approval of sale and purchase of company’s major assets and real estate; | ||
| 10. Other duties and powers authorized by the relevant laws and the shareholders’ meeting. | business policy; | |
| 2. Audit and approval of corporate rules and regulations; | ||
| 3. Examination and approval of budget plans; | ||
| 4. Determination and proposal of profit distributions; | ||
| 5. Determination and approval of capital changes; | ||
| 6. Appointment and discharge of essential employees; | ||
| 7. Audit and approval of investment; | ||
| 8. Audit and approval of the amounts to make in endorsements/guarantees; | ||
| 9. Audit and approval of sale and purchase of company’s major assets and real estate; | ||
| 10. Other duties and powers authorized by the relevant laws and the shareholders’ meeting. | operational execution efficiency. | |
| Article 27 | ||
| These Articles of Incorporation were adopted on March 30, 1990 by all the promoters of the Corporation. |
[omitted]
The twenty-fifth revision was made on June 21, 2022.
The twenty-sixth revision was made on June 16, 2023.
The twenty-seventh revision was made on May 28, 2025.
The twenty-eighth revision was made on May 28, 2026. | Article 27
These Articles of Incorporation were adopted on March 30, 1990 by all the promoters of the Corporation.
[omitted]
The twenty-fifth revision was made on June 21, 2022.
The twenty-sixth revision was made on June 16, 2023.
The twenty-seventh revision was made on May 28, 2025. | Revised the date of amendment. |
Appendix 1
Taiwan Acceptance Corporation Rules and Procedures of Shareholders Meeting
Article 1
Shareholders’ Meeting of the Company shall be conducted in accordance with these Rules and Procedures.
Article 2
The shareholders in these rules refer to individual shareholders, representatives of juristic person shareholder, and proxies.
Article 3
Shareholders or their proxies shall be admitted to the shareholders’ meeting on the basis of attendance sing-in cards, or other attendance verification.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with the regulation decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
There shall be no double counting of the shares for shareholders present in the meeting but elect to exercise their voting rights through electronic voting.
Article 3-1
Unless otherwise provided by law or regulation, the shareholders’ meeting shall be convened by the board of directors.
Unless otherwise provided in the “Regulations Governing the Administration of Shareholder Services of Public Companies,” a company that is convening a shareholders’ meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders’ meeting shall require a resolution adopted by a majority vote at a board meeting attended by at least two-thirds of the total number of directors.
Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
When convening a regular shareholders’ meeting, the Company shall prepare the meeting handbook and issue a notice to shareholders before 30 days of the meeting, and may issue the notice on the
Market Observation Post System (MOPS) before 30 days of the meeting for shareholders holding less than 1000 shares of nominal stocks. When convening a special shareholders' meeting, the Company shall issue a notice to shareholder before 15 days of the meeting, and may issue the notice on MOPS before 15 days of the meeting for shareholders holding less than 1000 shares of nominal stocks. The information on MOPS shall include the shareholders meeting notice, 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.
The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The reasons for convening a shareholders' meeting shall be specified in the meeting notice and in the public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of 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 Article 185, paragraph 1 of the Company Act (major changes in the corporation's business activities) or Articles 26-1 and 43-6 of the Securities and Exchange Act (private placements of securities) or Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions.
If re-election of all directors and the appointment date are described in the reasons for convening a shareholders' meeting, the appointment date cannot be changed by extemporary motions or other ways after the re-election in this shareholders' meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders' meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder proposal proposed for urging the Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. 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.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, 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
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proposal.
Prior to the date of issuance for the notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal its 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 3-2
To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," the company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company, as well as other related matters requiring attention.
Article 4
When it is time to convene a shareholders meeting, the chairman shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, that if the shareholders present do not represent a majority of the total amount of issued shares, the chairman may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour.
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 chairman shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements, but the attending shareholders represent one third
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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 1 month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 3.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 5
If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The proposals including extemporary motions and original proposals shall be voted by poll. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.
The chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding paragraphs (including special motions), except by a resolution of the shareholders meeting. If the chairman declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chairman with agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 6
When speaking, an attending shareholder shall specify on a speaker's slip the subject of the speech, the shareholder account number, and account name. The order in which shareholders speak will be set by the chairman.
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.
After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
Article 7
Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
A juristic person shareholder being entrusted to attend in a shareholders meeting may designate only one representative to represent it in the meeting. 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 and the provisions of the preceding paragraph apply mutatis mutandis.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Article 6, paragraphs 1 to 2 and the preceding paragraph do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
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Article 8
When an attending shareholder is speaking out of turn or out of the scope of the proposal, or is impolite, the chairman shall stop the speech. Other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violations.
Article 9
Reporting matters and non-proposals will not be discussed or voted in the meeting. The time, frequency, and word count for each attending shareholder to comment on each proposal for ratification, discussion, or other matters listed in the agenda, including all proposals proposed in motion should be handled in accordance with the provision of Articles 6 ~ 8 by applying mutatis mutandis.
When discussing proposals, the chairman may announce the discussion closed in a proper time, call for a vote and arrange the proper time to vote, or end the discussion when in necessary.
Article 10
Except as otherwise provided in the Company Act, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the total votes of on-site voting and electronic voting. At the time of a vote, for each proposal, the chairman or a person designated by the chairman shall announce the total number of voting rights represented by the attending shareholders.
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under the Company Act.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Shareholders, who appoint proxies attending the shareholders’ meeting, shall do so pursuant to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” and related laws.
Where specific shareholder exercises voting right through electronic voting and also appoints a proxy with proxy letter to attend the shareholders’ meeting, the vote cast by the proxy in the meeting under authorization shall stand.
On the day of the shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company
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shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
Article 11
When a meeting is in progress, the chairman may announce a break based on time considerations. If not all of the items on the meeting agenda (including special motions) have been addressed in once, a resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days without extra announcement and notice.
Article 12
When there is an amendment or an alternative to a proposal, the chairman 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.
Article 13
The chairman 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 armband bearing the word "Proctor."
Article 14
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting, including votes cast on the site and trough electronic voting, shall be announced on-site at the meeting, and a record made of the vote.
Article 15
If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers, the chairman shall appoint one of the managing directors to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chairman.
For a shareholders meeting called by the board of directors, it is advisable that the board chairman chair the meeting, that a majority of the directors, and that at least one member of each functional committee attend as representative. Attendance details should be recorded in the shareholders 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 chairman from among themselves.
Article 16
The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9a.m. and no later than 3p.m.
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The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting. However, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 17
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
Article 18
The Company shall make an uninterrupted audio and video recording of the meeting. The recorded materials of the meeting shall be retained for at least 1 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.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
Article 19
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
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During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Except in the circumstances set out in Article 44-9, paragraph 6 of the "Regulations Governing the Administration of Shareholder Services of Public Companies," the company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company, as well as other related matters requiring attention.
Article 21
Any matter not provided in these Rules shall be handled in accordance with the Company Act, relevant laws and regulations, and the Articles of Incorporation.
Article 22
These Rules and any amendments hereto, shall be implemented after adoption by shareholders' meetings of the Company.
These Rules shall be amended on June 22, 2016 and effective from July 1, 2016.
These Rules shall be amended on June 25, 2019.
These Rules shall be amended on June 23, 2020.
These Rules shall be amended on June 24, 2021.
These Rules shall be amended on June 16, 2023.
These Rules shall be amended on May 30, 2024.
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Appendix 2
Taiwan Acceptance Corporation
Articles of Incorporation
Section One – General Provisions
Article 1
The Company shall be incorporated as a company limited by shares, under the Company Act of the Republic of China, and its name shall be Taiwan Acceptance Corporation (in English).
Article 2
The scope of business of the Company shall be as follows:
- Sales of any kind of cars and related products
- General import and export trading and merchandise sales (except regulated businesses)
- Agency services including the bid, invoice, and sales of business related to the above services at the request of domestic and foreign manufacturers.
- Provide dealer management, technical and advisory services
- Receivables purchasing (except foreign exchange operations)
- Provision of any kind of producing machineries, decorative materials, machineries for constructing and building, machineries of mining, agriculture and industry, and other machineries; machine components and appliances; tools and molds; components for electrical equipment (electricity generator, electric motor, power transformer, power transmission device, etc.); various electric products and equipment(including communications devices); international and domestic communication satellite devices; multi-function printer; computers and computing peripheral equipment; software; conveyance device; refrigerator and freezer; environmental protection machinery; cooking battery; broadcasting room devices; photographic apparatus and equipment; stereophony devices; audio-visual equipment; painting equipment; electrical products; and the service of leasing, re-leasing and subletting of furniture.
- Rental and leasing of any kind of land transportation (except regulated businesses)
- JE01010: Rental and Leasing Business
- JZ99050: Agency Services
- IZ11010: Overdue Receivables Management Services
- I201010: Industry and Commerce Credit Bureau Services
- I103010: Management Consulting Services
- IZ08010: Credit Card Agency Services
- F214020: Retail Sales of Motorcycles
- F213080: Retail Sales of Machinery and Equipment
- F213040: Retail Sales of Precision Instruments
- F213060: Retail Sales of Telecom Instruments
- F214030: Retail Sales of Motor Vehicle Parts and Supplies
- F218010: Retail Sales of Computer Software
- HZ02010: Financial Institution Creditor's Right (Money) Purchase
- HZ02020: Financial Institution Creditor's Right (Money) Appraisal and Auction
- HZ02040: Financial Institution Creditor's Right (Money) Management and Services
- ZZ99999: All business items that are not prohibited or restricted by law, except those that are subject to special approval
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57
Article 3
The Company may act as a guarantor in the course of its operations.
Article 3-1
The Company shall not be a shareholder of unlimited liability in another company or a general partner of a partnership enterprise. When the Company becomes a shareholder of limited liability in other companies, the total amount of the investments in such other companies may not follow the restriction of the Company Act and can exceed 40% of the amount of total paid-up capital.
Article 4
The Company is headquartered in Taipei City, and shall be free, upon approval of the Board of Directors, to set up representative and branch offices at various locations within and outside the territory of the Republic of China.
Article 5
Public announcements of the Company shall be made in accordance with the Company Act and other relevant rules and regulations.
Section Two – Capital Stock
Article 6
The total capital stock of the Company shall be in the amount of 7.5 billion New Taiwan Dollars, divided into 750 million shares at NT$10 par value each share. The Company may issue unissued stock from time to time in accordance with the resolutions of the Board of Directors, where a portion of the shares may be in the form of preferred shares.
Article 6-1
Employees, who meet certain qualifications, from the Company and its subsidiaries or affiliated companies may be explicitly included in the subscription and transfer regulations as eligible for acquiring or being assign shares of new issues, restricted stock, employee stock option, or treasury shares repurchased under the Company Act.
Article 7
The shares of the Company shall be name-bearing share certificates assigned with serial numbers and in accordance with applicable laws, affixed with the signatures or personal seals of the director representing the company, stamped the Company’s seal, and duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof.
For the new shares to be issued, the Company may print a consolidated share certificate representing the total number of the new shares to be issued at the same time of issue, and place them under the custody of a centralized securities custody enterprise.
Except the shares to be issued in accordance with the provision of the preceding 2 Paragraphs, the Company may be exempted from printing any share certificate for the shares issued, and appoint a centralized securities custody enterprise/ institution to make recordation of the issue of such shares. The same shall apply to the issuance of other securities.
Article 7-1
The rights, obligation, and other important issuance terms of the Company’s preferred shares are as follows:
1. The fiscal year-end earnings of the Company shall be applied to the following uses in order:
payments of taxes, making-up of deficit, legal reserve, special reserve by law, and the remaining shall be paid to holders of preferred shares as the current year's dividends.
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The dividends of preferred shares are capped at 8% per annum on the issue price. Cash dividends will be distributed annually in arrears. Once the Company's Audited Financial Reports have been acknowledged in the annual general meeting of the shareholders, the Board shall be authorized to set the payment date for the distribution of the payable preferred share dividends for the previous year. In the year of issuance and redemption, the distribution of the payable dividends shall be calculated based on the actual number of days the preferred shares remained outstanding in that year.
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The Company has discretion over the dividend distribution of preferred shares. The Company may decide not to distribute dividends of preferred shares in the following circumstances: (a) there are no earnings in a fiscal year, (b) the earnings are insufficient to distribute dividends of preferred shares. The cancellation of dividend payment should not constitute an event of default. The preferred shares are noncumulative, and the preferred shareholders do not have the right to claim any of the unpaid or omitted dividends in the future.
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Not entitled to common shares' cash or stock dividends derived from earnings or capital reserve.
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The order of claim for distribution of property is prior to ordinary shares. The claim of all series of preferred shareholders are equal, but subordinate to the holders of debts. The repayment shall be capped at the respective issue amount of preferred shares upon liquidation.
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Preferred shareholders do not have voting rights or suffrage. However, they have voting rights with respect to agendas related to the rights and obligations of preferred shares in shareholders' meetings.
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Cannot be converted to common shares and Holders do not have the right to request the company to redeem preferred shares.
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The preferred shares are perpetual. Preferred shares may be redeemed in whole or in part at issue price anytime after five years of issuance at the option of the Company. Unredeemed preferred shares shall continue to have the rights and obligations of issuance terms prescribed in this Article. The distribution of the payable dividends until redemption date shall be calculated based on the actual number of days the preferred shares remained outstanding in that year as the Company resolved on dividend distribution.
The Board of Directors is authorized to resolve preferred share matters including names, issuance date, and other pragmatic terms in accordance with Articles of Incorporation and related commercial laws by market circumstances and investors' willingness.
Article 8
The Company shall maintain a shareholders' roster containing the prescribed matters in accordance with applicable laws. Each shareholder shall provide to the Company a specimen chop card with the name or title, the domicile or residence, and the specimen chop; where a shareholder withdrawals dividends or exercises other related rights afterwards, the specimen chop will be verified.
The entries in the shareholders' roster referred to in the preceding paragraph shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.
Article 9
The Company's shareholder services are all in accordance with the Company Act, the Regulations Governing the Administration of Shareholder Services of Public Companies, and the resolutions of the Board of Directors.
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Section Three – Shareholders’ Meeting
Article 10
There are two types of company shareholders’ meeting: (1) Regular meeting – which shall be convened by the Board of Directors within 6 months after close of each fiscal year, and (2) special meetings – which shall be convened in accordance with applicable laws and regulations whenever necessary.
Article 11
Notices shall be sent to all shareholders for the convening of shareholders’ meetings – at least 30 days in advance for regular meetings; and at least 15 days in advance for special meetings. The meeting date, venue and the purpose(s) for convening such shareholders’ meeting shall be clearly stated in the meeting notices.
The preferred shareholders’ meeting may be convened when it deemed necessary in accordance with applicable laws and regulations.
Article 11-1
Shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
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.
Article 12
Shareholders’ meetings may, unless otherwise provided for in other relevant laws or regulations, be held by shareholders more than 50% of the total issued and outstanding capital stock of the Company, and resolutions shall be adopted with the concurrence of a majority of the votes held by shareholders present at the meeting.
Each present shareholder shall have one vote.
A shareholder exercising voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person.
Article 13
If being unable to attend a shareholders’ meeting, a shareholder may appoint a proxy to attend it in his/her behalf with a Shareholder Proxy Form issued by the Company stating therein the scope of power authorized to the proxy. The “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” shall govern unless otherwise provided for in the Company Act.
Article 14
Shareholders’ meeting shall be recorded in the minutes of shareholders' meeting, including the date and place of the meeting, the name of the chairman, the amount of attending shareholders and voting rights, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting, and be signed or sealed by the chairman and distributed to all shareholders within 20 days after the close of the meeting. The meeting minutes as well as the attendance cards and proxy forms, shall be retained in the Company.
The preparation and distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be effected by means of electronic transmission. The distribution of the minutes of shareholders' meeting may be effected by means of a public notice.
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Section Four – Directors and the Board of Directors
Article 15
The Board of Directors of a company shall have five to eleven directors. The term of office of a director is three years; but he/she may be eligible for re-election. The total registered shares owned by the directors of the Company shall be in accordance with the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” published by Securities Competent Authority.
In accordance with the Securities and Exchange Act, the company shall, beginning in the tenth commencement, establish the independent directors, not less than three in number and not less than one-fifth of the total number of directors, to be included in the number of directors designated in the preceding paragraph.
The elections of directors (including independent directors) of the Company shall proceed with the candidate nomination system; the Meeting of Shareholders shall elect the directors from among the nominees listed in the roster of candidates.
Elections for independent and non-independent directors shall proceed concurrently, and number of elected directors shall be calculated separately.
The professional qualifications, restrictions on shareholdings, concurrent positions, nomination and election processes and other requirements of independent directors shall be determined and executed in accordance with the Company Act, Securities and Exchange Act and related regulations.
Article 15-1
When the number of vacancies in the Board of Directors of a company equals to one third of the total number of directors, the Board of Directors shall convene a special shareholders’ meeting within 60 days to elect new directors to serve the remaining term of office of the predecessor.
Article 15-2
The Company shall take out liability insurance for the directors to cover their legal liabilities arising from the performance of their duties during their term of office. The Board of Directors may authorize the Chairman to handle the renewal of the aforementioned liability insurance policy.
Article 16
Directors shall duly elect one from among themselves as the chairman with the approval of a majority of the directors present at a meeting attended by two-thirds of all the directors and may also elect in the same manner a vice chairman of the Board. The chairman of the Board of Directors shall internally preside the shareholders' meeting and the meeting of the Board of Directors and shall externally represent the company. In case the chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case the vice chairman is also on leave or absent or unable to exercise his power and authority for any cause, the chairman of the Board of Directors shall designate one of the directors. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors.
Article 17
Meetings of the Board of Directors shall be convened by the chairman of the Board of Directors, except for the first meeting of each term of the Board of Directors which shall be convened by the director who received a ballot representing the largest number of votes at the election of directors. If
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the chairman is absent, the Board of Directors shall elect the chairman to convene the meeting according to the Article 16.
The Board of Directors shall meet at least quarterly. In emergency circumstances, a special meeting of the board of directors may be held at any time.
Each director may attend the meeting of the Board of Directors in person or appoint another director to attend a meeting of the Board of Directors in his/her behalf. A director may accept the appointment to act as the proxy of one other director only.
In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
The convening of the Board of Directors shall specify the reasons and be notified to each director at least seven days in advance.
The notice of convening the Board of Directors may be delivered to the directors by means of writing, fax or email.
Unless otherwise provided for in Company Act or Articles of Incorporation, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. The minutes shall be signed or affixed the seal by the chairman and preserved during the existence of the company.
A director who has a personal interest in the matter under discussion at a board meeting shall explain to the board meeting the essential contents of such personal interest.
Article 17-1
The following resolutions require the concurrence of at least two-third of all of the Company's directors present at a board of directors meeting attended by at least two-thirds of the directors.
- Buy back shares as per the subparagraphs of Paragraph 1 of Article 28-2 under the Securities and Exchange Act;
- Issue new shares as the consideration payable by the Company for its acquisition of the shares of another company as per Article 156-3 of the Company Act;
- Buy back shares to be transferred to its employees as per Article 167-1 of the Company Act;
- Enter into a share subscription right agreement with its employees and issue to each employee a share subscription warrant as per Article 167-2 of the Company Act;
- Elect a chairman, a vice chairman, and a managing director of the board of directors as per Article 208 of the Company Act;
- Distribute employee compensation as per Article 235-1 of the Company Act.
- Invite subscription for corporate bonds as per Article 246 of the Company Act.
- Issue new shares as per Article 266 of the Company Act.
- Apply to the court for reorganization as per Article 282 of the Company Act.
- Merge or consolidate with a subsidiary company as per Article 316-2 of the Company Act.
Article 17-2
The following resolutions on shareholder's meeting require the concurrence of at least two-third of all of the Company's directors present at a board of directors meeting attended by at least two-thirds of the directors.
- Modify or alter the Articles of Incorporation as per Article 159 of the Company Act;
- Matters of significance such as lease the Company in whole as per Article 185 of the
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Company Act;
- Distribute dividends and bonuses in the form of new shares to be issued by the Company;
- Distribute legal reserve by issuing new shares which shall be distributable as dividend shares to original shareholders in proportion to the number of shares being held by each of them or by cash as per Article 241 of the Company Act;
- Modify or alter the Articles of Incorporation as per Article 277 of the Company Act;
- Dissolve, consolidate or merge, or spin-off the Company as per Article 316 of the Company Act.
Article 18
The scope of duties and power of the Board of Directors are listed below:
- Determination and approval of business policy;
- Audit and approval of corporate rules and regulations;
- Examination and approval of budget plans;
- Determination and proposal of profit distributions;
- Determination and approval of capital changes;
- Appointment and discharge of essential employees;
- Audit and approval of investment;
- Audit and approval of the amounts to make in endorsements/guarantees;
- Audit and approval of sale and purchase of company’s major assets and real estate;
- Other duties and powers authorized by the relevant laws and the shareholders’ meeting.
Article 18-1
The company may set up various functional committees under the Board of Directors. Each functional committee shall stipulate the organization rules that shall only take effect after the approval of the Board of Directors.
The company shall establish an audit committee. The Committee shall be composed of the entire number of independent directors. Audit committee’s powers conferred by the Securities and Exchange Act and any other law.
Section Five – Managers and Staff
Article 19
The Company shall have one General Manager and the duties and power, appointment, and discharge shall be decided by a resolution to be adopted by a majority vote of the directors at a meeting of the Board of Directors attended by at least a majority of the entire directors of the Company.
Article 19-1
The title, scope of duties and power, appointment, and discharge of managers of the Company shall all be reported to the General Manager and then approved by the board chairman, or be in accordance with laws and regulations.
Article 19-2
The remuneration of managers of the Company shall be audited by the remuneration committee with the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter”, and then adopted upon the approval of the Board of Directors after discussion.
Article 20
A manager shall be empowered to manage the operation of the Company and to sign relevant business documents for the Company, subject to the scope of his/her duties and power. A manager shall not make any change or alteration in any resolution adopted by the shareholders' meeting or the meeting of the Board of Directors, or go beyond the scope of his/her duties and power.
Section Six – Accounting
Article 21
The fiscal year of the Company shall be from January 1st of each year to December 31st of the same year.
Article 22
At the close of each fiscal year, the board of directors shall prepare the following statements and reports and shall submit the same to the annual general meeting for adoption according to the relevant legal procedures, after deliberated by audit committee:
- The business report;
- The financial statements; and
- The surplus earning distribution or loss off-setting proposals.
Article 23
The Company shall distribute of the current year’s profit if any as compensation:
- No more than 0.5% as compensation for Directors.
- No less than 0.1% as compensation for employees, of which no less than 0.05% shall be allocated to grassroots employees.
- When there’s accumulated losses, the Company shall reserve certain amount to compensate the accumulated losses, according to the abovementioned.
The compensation for employees shall be distributed in stocks or cash, with the conditions and distribution method determined by the Board of Directors. The employees to receive compensation may include certain qualified employees from affiliate companies. The term “profit” as referred to in the preceding paragraph shall mean the pre-tax profit of the current year before deducting employee and director compensation.
Paragraph 1 and 2 shall be decided by the board of directors, and reported to shareholders’ meeting.
The remuneration of the 9th supervisors of the Company shall follow the rules, that was the Twenty-first revision made on June 18, 2015. The Company shall distribute compensation, according to be definitely compensation for Directors.
- A company, when allocating its surplus profits after offsetting its losses from previous years and having paid all taxes, shall first set aside ten percent of said profits as legal reserve. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. Thereafter, in accordance with business and legal requirements, the Company shall recognize or reverse special reserve, and may distribute preferred share dividends.
- Add back previous year's undistributed earnings, the board of directors’ shall submit an earnings distribution proposal in accordance to the following, and to be distributed after the annual shareholders’ meeting. Earnings distribution may be paid in cash or stock.
(1) The Company’s operating environment is in a mature industry. Considering the Company’s profitability, future operating plans and funding needs, and industry conditions, while considering shareholder rights and a balanced dividend policy, dividends may be paid in cash or stock. The shareholder dividends shall be distributed more than 50% of distributable net profit in current year. Each year’s cash dividends should not be lower than 20% of total dividends.
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(2) A company shall not pay dividends or bonuses, if there is no surplus earnings.
(3) Where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.
Article 24
The remuneration of directors of the Company shall be audited by the remuneration committee in accordance to the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter", and then adopted upon the approval of the Board of Directors after discussion regardless the Company's profit and loss.
Section Seven – Supplementary Provisions
Article 25
The internal organization of the Corporation and the detailed procedures of business operation shall be determined by the Board of Directors.
Article 26
In regard to all matters not provided for in the Articles of Incorporation, the Company Act of the Republic of China and other relevant laws and regulations shall govern.
Article 27
These Articles of Incorporation were adopted on March 30, 1990 by all the promoters of the Corporation.
The first revision was made on April 17, 1991,
The second revision was made on June 14, 1995,
The third revision was made on November 23, 1995,
The fourth revision was made on May 21, 1997,
The fifth revision was made on June 16, 1998,
The sixth revision was made on June 28, 1999,
The seventh revision was made on April 24, 2000,
The eighth revision was made on May 10, 2001,
The ninth revision was made on May 30, 2002,
The tenth revision was made on May 30, 2003,
The eleventh revision was made on June 8, 2004,
The twelfth revision was made on June 14, 2005,
The thirteenth revision was made on June 15, 2006,
The fourteenth revision was made on June 26, 2007,
The fifteenth revision was made on June 23, 2008,
The sixteenth revision was made on June 25, 2009,
The seventeenth revision was made on June 24, 2010,
The eighteenth revision was made on June 28, 2011,
The nineteenth revision was made on June 22, 2012,
The twentieth revision was made on June 20, 2013,
The twenty-first revision was made on June 18, 2015,
The twenty-second revision was made on June 22, 2016,
The twenty-third revision was made on June 26, 2018,
The twenty-fourth revision was made on January 20, 2020,
The twenty-fifth revision was made on June 21, 2022.
The twenty-sixth revision was made on June 16, 2023.
The twenty-seventh revision was made on May 28, 2025.
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Appendix 3
Taiwan Acceptance Corporation
Current Shareholdings of Directors
Pursuant to Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director Share Ownership Ratios at Public Companies, the minimum required combined shareholding of all directors is 21,620,363 shares. The combined shareholding of all directors on the book closure date, March 30, 2026, were respectively 254,035,857 shares (37.60%). The list of shareholdings of directors is as below:
| Position | Name | Current shareholding | Shareholding ratio | Remarks | ||
|---|---|---|---|---|---|---|
| Common share | Preferred share | Common share | Preferred share | |||
| Chairman | Li-Lien Yen Chen | 246,449,050 | - | 42.81% | - | Representative of Yulon Motor Co., Ltd. |
| Director | Zhen-Xiang Yao | |||||
| Director | Tzu-Shen Tso | |||||
| Vice Chairman | Kuo-Hsing Hsu | 20,415 | 2,913 | - | - | Representative of Yulon Management Co., Ltd. |
| Director | Liang Chang | 6,615,459 | 948,020 | 1.15% | 0.95% | Representative of Lowin Industrial Co., Ltd. |
| Director | Yuan-Lung Chen | |||||
| Director | Yuan-Lung Chueh | |||||
| Independent Director | Chi-Ching Chen | - | - | - | - | |
| Independent Director | Yann-Ching Tsai | - | - | - | - | |
| Independent Director | Kao-Chien Huang | - | - | - | - | |
| Independent Director | Chien-Hui Lee | - | - | - | - | |
| Total | 253,084,924 | 950,933 | 43.97% | 0.95% | ||
| Total common shares and preferred shares | 254,035,857 | 37.60% |
Note : As of March 30, 2026, total outstanding shares are 675,636,346 shares, including preferred shares 100,000,000 shares.


裕融企業股份有限公司
Taiwan Acceptance Corporation
106台北市大安區敦化南路二段2號15樓
http://www.tac.com.tw
Tel:02-2702-5055