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TAISOL AGM Information 2026

Apr 24, 2026

52316_rns_2026-04-24_ee0f8720-7055-46cd-9337-690dedcb5cc1.pdf

AGM Information

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Stock Code: 3338

TaiSol Electronics Co., Ltd.

2026 Annual Shareholders' Meeting
Meeting Handbook
(Translation)

Date: May 26, 2026

Venue: 1F, No. 335, Ruiguang Road, Neihu District, Taipei City
(Hon Hui Rui Guang Plaza - t.Hub - Meeting room 103)


Table of Contents

I. Procedures of the Meeting ... 1
II. Agenda of the Meeting ... 2
III. Report Matters ... 3
IV. Ratification Matters ... 6
V. Discussion Matters ... 8
VI. Election Matters ... 11
VII. Other Matters ... 15
VIII. Extemporary Motions ... 15

IX. Appendices

(I) 2025 Business Report ... 16
(II) Audit Committee’s Review Report ... 19
(III) Independent Auditors’ Report and Financial Statements
(Parent Company Only and Consolidated) ... 20
(IV) Comparison Table of Amendments to the Sustainable Development Best Practice
Principles ... 39

X. Supplementary Information

(I) Articles of Incorporation ... 41
(II) Rules of Procedure for Shareholders' Meetings ... 46
(III) Procedure for Election of Directors ... 53
(IV) Shareholdings of Directors ... 55


TaiSol Electronics Co., Ltd.

Procedures of the 2026 Annual Shareholders’ Meeting

I. Call to Order
II. Chairperson’s Remarks
III. Report Matters
IV. Ratification Matters
V. Discussion Matters
VI. Election Matters
VII. Other Matters
VIII. Extemporary Motions
IX. Adjournment

1


2

TaiSol Electronics Co., Ltd.
Agenda of the 2026 Annual Shareholders’ Meeting

Time: 9:00 a.m., May 26, 2026 (Tuesday)

Venue: 1F., No. 335, Ruiguang Rd., Neihu Dist., Taipei City, Taiwan
(t.Hub Neihu Innovation Incubation Center, Conference Room 103)
Meeting Type: Physical Shareholders’ Meeting

I. Call to Order
(Report on the Number of Shares Represented at the Meeting)

II. Chairperson’s Remarks

III. Report Matters
1. 2025 Business Report.
2. Report by the Audit Committee on the Review of the 2025 Financial Statements.
3. Report on the Distribution of Employees’ Compensation and Directors’ Remuneration for 2025.
4. Report on the Status of Endorsements and Guarantees.
5. Report on the Status of Treasury Shares.
6. Report on the Status of the Private Placement of Common Shares Approved by the 2025 Annual Shareholders’ Meeting.
7. Report on Amendments to the “Sustainable Development Best Practice Principles”.
8. Report on Changes in Accounting Estimates of Dongguan TaiSol Electronics Co., Ltd., a Subsidiary.

IV. Ratification Matters
1. 2025 Business Report and Financial Statements.
2. Proposal for the Distribution of 2025 Earnings.

V. Discussion Matters
1. Proposal for a Private Placement of Common Shares through a Cash Capital Increase.

VI. Election Matters
1. Election of Directors (Including Independent Directors).

VII. Other Matters
1. Proposal for the Removal of Non-Competition Restrictions on Newly Elected Directors.

VIII. Extemporary Motions

IX. Adjournment


Report Matters

Item 1
2025 Business Report.

Explanation:
The Company’s 2025 Business Report is presented on pages 16–18 of this handbook, Appendix (I).

Item 2
Report by the Audit Committee on the Review of the 2025 Financial Statements.

Explanation:
The Audit Committee’s Review Report for the Company’s 2025 financial statements is presented on page 19 of this handbook, Appendix (II).

Item 3
Report on the Distribution of Employees’ Compensation and Directors’ Remuneration for 2025.

Explanation:
1. In accordance with Article 20 of the Company’s Articles of Incorporation, the Company proposes to allocate employees’ compensation in the amount of NT$12,390,302 (including NT$1,300,000 for non-managerial employees) and directors’ remuneration in the amount of NT$6,760,274 for 2025.
2. The aforementioned employees’ compensation and directors’ remuneration will be distributed entirely in cash and are consistent with the amounts accrued for 2025.
3. This matter has been reviewed and approved by the Remuneration Committee and the Board of Directors.

Item 4
Report on the Status of Endorsements and Guarantees.

Explanation:
The Company’s endorsements and guarantees are as follows:

Guaranteed Party Relationship with the Company Amount Description
Dongguan TaiSol Electronics Co., Ltd. 100% owned subsidiary USD 5,000,000 The Company provides an endorsement and guarantee to support the subsidiary in obtaining bank financing for working capital needs.

4

Item 5
Report on the Status of Treasury Shares.

Explanation:
The status of the Company’s treasury share repurchase for 2025 is as follows:

Repurchase Round First Repurchase in 2025
Board Resolution Date April 10, 2025
Purpose of Repurchase Transfer to employees
Planned Repurchase Period April 11, 2025 – June 9, 2025
Planned Type and Quantity Common shares: 1,000,000 shares
Planned Ratio to Total Issued Shares 1.14%
Planned Price Range NT$28 – NT$58 per share
Actual Repurchase Period April 14, 2025 – June 9, 2025
Actual Shares Repurchased Common shares: 632,000 shares
Total Amount Repurchased NT$33,380,957
Average Price per Share NT$52.82
Cumulative Holdings Ratio 1.23%
Status of Implementation: In order to take into account market conditions and safeguard the overall interests of shareholders, the Company executed the share repurchase in batches based on stock price movements. Accordingly, the treasury share repurchase program was not fully completed.

Item 6
Report on the Status of the Private Placement of Common Shares Approved by the 2025 Annual Shareholders’ Meeting.

Explanation:
1. The Company, at its Annual Shareholders' Meeting held on May 22, 2025, resolved to conduct a private placement of common shares, with the total number of shares to be issued not exceeding 6,000,000 shares at a par value of NT$10 per share. The issuance was authorized to be carried out in one or two tranches within one year from the date of the shareholders' resolution.
2. After taking into consideration the overall capital planning, issuance terms, and market conditions, the Company did not proceed with the offering. Furthermore, as resolved by the Board of Directors on April 15, 2026, the Company will not proceed with the private placement during the remaining authorized period.

Item 7
Report on amendments to the Sustainable Development Best Practice Principles.

Explanation:
1. Pursuant to the letter issued by the Taiwan Stock Exchange dated September 2, 2025 (Ref. No. TWSE Governance No. 1140016118), certain provisions of the Company’s “Sustainable Development Best Practice Principles” have been amended. For a comparison of the provisions before and after the amendment, please refer to page 39 of this handbook, Appendix (IV).


Item 8

Report on Changes in Accounting Estimates of Dongguan TaiSol Electronics Co., Ltd., a Subsidiary.

Explanation:

  1. In response to changes in the business environment, Dongguan TaiSol Electronics Co., Ltd. has changed the depreciation method for its machinery and mold equipment from the units-of-production method to the straight-line method, in order to more appropriately reflect the pattern of consumption of the economic benefits of such assets.
  2. Based on the estimation, following the change in depreciation method, the annual depreciation expense is expected to increase by RMB 198,031.92; however, the impact on the Company's annual profit or loss is not material.
  3. This adjustment constitutes a change in accounting estimate and has been processed in accordance with the applicable laws and regulations and accounting standards.

5


6

Ratification Matters

Item 1:

(Proposed by the Board of Directors)
2025 Business Report and Financial Statements for Ratification.

Explanation:

  1. The Company’s 2025 Business Report, parent company only financial statements, and consolidated financial statements have been approved by the Board of Directors on March 4, 2026, and have been reviewed by the Audit Committee, for which a written review report has been issued.
  2. The aforementioned financial statements have been audited and certified by CPAs Fu-Jen Chen and Ya-Wen Hsiao of KPMG Taiwan.
  3. The 2025 Business Report, Audit Committee’s Review Report, Independent Auditors’ Report, parent company only financial statements, and consolidated financial statements are presented on pages 16–38 of this handbook, Appendices (I) to (III).

Resolution:

Item 2:

(Proposed by the Board of Directors)
Proposal for the Distribution of 2025 Earnings for Ratification.

Explanation

  1. The Company’s beginning unappropriated retained earnings amounted to NT$396,535,345. Net income after tax for 2025 was NT$156,398,912. After appropriating 10% as legal reserve in the amount of NT$15,639,891 and adding back a reversal of special reserve (deduction from equity) in the amount of NT$6,984,738, the total distributable earnings for the year amounted to NT$544,279,104.
  2. It is proposed to distribute cash dividends to shareholders in the total amount of NT$112,873,983 from the distributable earnings of 2025. Based on the shareholding as recorded in the shareholders’ register on the ex-dividend record date, a cash dividend of NT$1.3 per share will be distributed. Amounts shall be rounded down to the nearest dollar, and any fractional amounts will be recognized as the Company’s other income.
  3. Please refer to the Earnings Distribution Table for 2025 as set forth below.

TaiSol Electronics Co., Ltd.
Earnings Distribution Table for 2025
Unit: NT$

Item Amount
Beginning Unappropriated Retained Earnings 396,535,345
Add: Net Income for the Year 156,398,912
Less: Legal Reserve (10%) 15,639,891
Add: Reversal of Special Reserve (Deduction from Equity) 6,984,738
Distributable Earnings 544,279,104
Distribution Items:
Less: Cash Dividends to Shareholders (NT$1.3 per share) 112,873,983
Ending Unappropriated Retained Earnings 431,405,121

Notes: 1. Treasury shares of 1,082,000 shares have been excluded
2. In accordance with the Ministry of Finance Ruling Tai-Cai-Shui No. 871941343 dated April 30, 1998, earnings distribution shall be determined on a specific identification basis. The Company’s policy is to distribute current-year distributable earnings first; if insufficient, prior years’ accumulated distributable earnings will be distributed on a last-in, first-out basis.


  1. Upon approval by the Annual Shareholders’ Meeting, the Chairman is authorized to determine the ex-dividend record date and handle all matters relating to the distribution of cash dividends.

  2. In the event that the number of outstanding shares is subsequently affected by changes in the Company’s share capital, resulting in a change in the dividend per share, it is proposed that the Chairman be authorized to make adjustments accordingly.

Resolution:

7


8

Discussion Matters

Item 1

(Proposed by the Board of Directors)

Proposal for a Private Placement of Common Shares through a Cash Capital Increase for Discussion.

Explanation:

  1. To introduce strategic investors and strengthen long-term cooperation with strategic partners, thereby enhancing the Company's long-term competitiveness and operational efficiency, it is proposed that the shareholders' meeting authorize the Board of Directors to, subject to market conditions and the Company's actual funding needs, conduct a private placement of new common shares through a cash capital increase at an appropriate time. The total number of shares to be issued shall not exceed 15,000,000 shares, with a par value of NT$10 per share. In accordance with Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities," the issuance may be carried out in one to four tranches within one year from the date of the shareholders' resolution.

  2. In accordance with Article 43-6 of the Securities and Exchange Act and the "Directions for Public Companies Conducting Private Placements of Securities," the details of this private placement are as follows:

(1) Basis for Price Determination and Reasonableness:

i. The issue price for this private placement shall not be lower than 80% of the reference price and shall not be lower than the par value per share. The actual issue price and pricing date shall be determined by the Board of Directors as authorized by the shareholders' meeting, based on future market conditions and objective factors, and within the scope permitted by applicable laws and regulations.

ii. The reference price for the private placement of common shares shall be determined based on the higher of the following two calculation methods:

A. The simple average closing price of the Company's common shares for either the 1, 3, or 5 business days prior to the pricing date, after adjustment for stock dividends, ex-rights, and ex-dividend effects, and adding back the per-share price after capital reduction adjustments.

B. The simple average closing price of the Company's common shares for the 30 business days prior to the pricing date, after adjustment for stock dividends, ex-rights, and ex-dividend effects, and adding back the per-share price after capital reduction adjustments.

iii. Reasonableness of Pricing:

In determining the terms of the private placement, consideration has been given to the three-year transfer restriction on privately placed securities under the Securities and Exchange Act and the strict eligibility requirements for subscribers. The pricing is determined in accordance with the "Directions for Public Companies Conducting Private Placements of Securities," and therefore should not materially prejudice shareholders' equity. The pricing basis is considered reasonable.

(2) Selection of Specific Subscribers:

i. The subscribers for this private placement shall be limited to specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act, the ruling No. 1120383220 issued by the Financial Supervisory Commission on September 12, 2023, and the "Directions for Public Companies Conducting Private Placements of Securities," and shall be limited to strategic investors.


ii. Purpose of Selecting subscribers:

No specific subscribers have been identified at present. It is proposed that the Board of Directors and the shareholders' meeting authorize the Chairman to select appropriate strategic investors who can provide direct or indirect benefits to the Company's future operations and who meet the regulatory requirements.

A. Selection criteria and purpose: Strategic investors will be selected based on their ability to contribute to the Company's future operations, including expanding business and product markets, strengthening customer relationships, enhancing product development integration, and alignment with the Company's business philosophy.

B. Necessity: The purpose of this private placement is to introduce strategic investors and strengthen long-term partnerships to enhance the Company's competitiveness and operational efficiency. Therefore, limiting subscribers to strategic investors beneficial to the Company's future development is necessary and reasonable.

C. Expected benefits: Through the experience, technology, expertise, or distribution channels of strategic investors, and via strategic cooperation, joint product development, market integration, or business collaboration, the Company expects to reduce operating costs, enhance product technology, expand sales markets, and improve overall shareholders' equity.

(3) Necessity of the Private Placement:

i. Reasons for not adopting a public offering: Considering factors such as timeliness and feasibility of fundraising, issuance costs, uncertainties in the capital market, and the three-year transfer restriction on privately placed shares—which facilitates stronger long-term cooperation with strategic partners—the Company proposes to adopt a private placement rather than a public offering.

ii. Amount of private placement: The total number of shares shall not exceed 15,000,000 shares, with a par value of NT$10 per share.

iii. Use of proceeds and expected benefits:

The private placement is expected to be carried out in one to four tranches within one year from the date of the shareholders' resolution.

A. Use of funds for each tranche:

Including but not limited to working capital, technical cooperation or strategic alliances with domestic and foreign partners, and capital expenditures required for long-term development.

B. Expected benefits for each tranche:

To secure stable long-term funding, reduce operational risks, strengthen financial structure, and enhance future operating performance.

(4) Rights and Obligations of the Privately Placed Shares:

The rights and obligations of the newly issued common shares shall be the same as those of the Company's existing common shares. However, pursuant to the Securities and Exchange Act, the shares issued in this private placement may not be freely transferred within three years from the delivery date, except as otherwise provided under Article 43-8 of the Act. After the expiration of the three-year period, the Board of Directors is authorized to determine, subject to then-prevailing circumstances and applicable regulations, whether to apply for public offering and listing after obtaining the approval letter from the Taiwan Stock Exchange confirming compliance with listing requirements.

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(5) Authorization:
The main terms of this private placement, including the actual number of shares, issue price, selection of subscribers, issuance conditions, project items, schedule for use of funds, expected benefits, and other related matters, shall be subject to the authorization of the shareholders’ meeting to the Board of Directors for adjustment and implementation based on market conditions. If amendments are required due to changes in laws or objective circumstances, the Board of Directors is also authorized to handle such matters in accordance with applicable regulations.

(6) Authorization to Execute Documents:
It is proposed that the shareholders’ meeting authorize the Chairman or his/her designee to represent the Company in negotiating and executing all agreements and documents related to the private placement of common shares and to handle all matters necessary for the issuance.

Resolution:

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11

Election Matters

Item 1

(Proposed by the Board of Directors)

Election of Directors (Including Independent Directors).

Explanation:

  1. To meet the needs of corporate governance and business operations and to enhance the overall effectiveness of the Board of Directors, it is proposed to conduct a full re-election of directors at this Annual Shareholders’ Meeting. The incumbent directors have agreed to resign upon completion of the re-election.

  2. In accordance with Article 13 of the Company’s Articles of Incorporation, a total of nine (9) directors (including four (4) independent directors) shall be elected at this Annual Shareholders’ Meeting under the candidate nomination system. The term of office shall be three (3) years, from May 26, 2026 to May 25, 2029.

  3. The list of director (including independent director) candidates is as follows:

TaiSol Electronics Co., Ltd.
List of Director and Independent Director Candidates (Nominated by the Board of Directors)

Title Name Academic qualifications Experience Current position Shareholding
Director Peng, Peng-Huang Dept. of Electrical Engineering, National Taipei University of Technology MBA, Soochow University Vice Chairman/ President/ Representative Director, Singatron Enterprise Co., Ltd.
Director, Singatron Electronics (China) Co., Ltd.
Director, Singatron Electronic (Zhongshan) Co., Ltd.
Director, Suzhou Singatron Auto Electronics Co., Ltd.
Director, Singatron Technology (Hong Kong) Co., Ltd.
Director, Info-Tek Corporation
Director, InfoTek Electronics (Suzhou) Co., Ltd.
Director, Kingstate Electronics Corp.
Independent Director, GIGA-BYTE Technology Co., Ltd. 1. Chairman / CEO / Representative Director, TaiSol Electronics Co., Ltd.
2. Director, TaiSol Electronics (Hong Kong) Co., Ltd.
3. Representative Director, World Window Electronics (Hong Kong) Co., Ltd.
4. Vice Chairman / Representative Director, Singatron Enterprise Co., Ltd.
5. Director, Kingstate Electronics Corp.
6. Independent Director, GIGA-BYTE Technology Co., Ltd.
7. Independent Director, Albatron Technology Co., Ltd. 1,723,000 Shares

Title Name Academic qualifications Experience Current position Shareholding
Director Singatron Enterprise Co., Ltd.Representative:Peng, Ying-Yuan Dept. of Public Finance and Taxation, National Chung Hsing University Finance & Accounting Manager, Ganso Electronics Co., Ltd. Finance & Accounting Manager, Jiayu Technology Co., Ltd. Deputy Manager, Accounting Department, Singatron Enterprise Co., Ltd. Finance Director, Finance Department, Singatron Enterprise Co., Ltd. Deputy General Manager of Finance, Singatron Enterprise Co., Ltd. Deputy General Manager of Finance and Board Secretary, Singatron Electronics (Suzhou) Co., Ltd. Chief Internal Auditor, Group Audit Office, Singatron Enterprise Co., Ltd. Representative Director, TaiSol Electronics Co., Ltd. 14,006,000 Shares
Director Hsieh, Chun-Shan Dept. of Advanced Electronic Equipment Maintenance, National Tainan Industrial High School Supervisor, TaiSol Electronics Co., Ltd. Founder, Coolpc Computer Co., Ltd 1. Director, TaiSol Electronics Co., Ltd. 2. Supervisor, Coolpc Computer Co., Ltd. 3. Chairman, Weisheng Investment Co., Ltd 888,276 Shares
Director Lee, E-Tay MS in Computer Engineering, California State University, Chico Manager, Intel Engineer, Siemens Engineer, Texas Instruments 1. CEO & Director, GIGABYTE Technology Co., Ltd 2. Vice Chairman, Giga Computing Technology Co., Ltd 3. Chairman, GigaIPC Co., Ltd. 4. Representative Director, GigaTrend International Investment Group Ltd. 5. Representative Director, MyelinTek Inc. 0 Share
Director Sheng-Chun Investment Co., Ltd.Representative:Kan, Yi-Chun Dept. of Chemistry, National Taiwan University Chairman, Renssembe Inc. Director, Kan's Investment Co., Ltd. Director, Sheng-Chun Investment Co., Ltd. Representative Director, Singatron Enterprise Co., Ltd. Director, Singatron Electronics 1. Chairman, Renssembe Inc. 2. Director, Kan's Investment Co., Ltd. 3. Director, Sheng-Chun Investment Co., Ltd. 4. Representative Director, Singatron Enterprise Co., Ltd. 5. Director, Singatron Electronics (China) 478,000 Shares
Chairman, Renssembe Inc. Director, Sheng-Chun Investment Co., Ltd. Representative, Singatron Enterprise Co., Ltd. Director, Singatron Electronics
Director Yi-Chun Dept. of Computer Engineering, California State University, Chico Manager, Intel Engineer, Siemens Engineer, Texas Instruments 1. Director, California Engineering Engineering Co., Ltd. 2. Director, California Engineering Engineering Co., Ltd. 3. Director, California Engineering Engineering Co., Ltd. 4. Representative Director, California Engineering Engineering Co., Ltd. 5. Director, California Engineering Engineering Co., Ltd. Director, 478,000 Shares

Title Name Academic qualifications Experience Current position Shareholding
(China) Co., Ltd. Co., Ltd.
Independent Director Wang, Hwei-Min Master of Industrial Management, Chung Hua University Managing Partner, Moores Rowland CPAs Independent Director, GIGA-BYTE Technology Co., Ltd. Independent Director, Phison Electronics Corp. Chairman, Apollo Power Co., Ltd. Chairman, Digital Energy Design Co., Ltd. 1. Independent Director, TaiSol Electronics Co., Ltd. 2. Independent Director, GIGA-BYTE Technology Co., Ltd. 3. Independent Director, Phison Electronics Corp. 4. Chairman, Apollo Power Co., Ltd. 5. Chairman, Digital Energy Design Co., Ltd. 6. Chairman, Apollo Xinneng Co., Ltd. 7. Chairman, Apollo Dianeng Co., Ltd. 8. Chairman, Jujian Co., Ltd. 9. Chairman, Juji Co., Ltd. 10. Chairman, Juyu Co., Ltd. 11. CPA, Wang Hweimin CPA Firm 0 Share
Independent Director Wang, Sheng-Shun Master of Law, National Taiwan University Managing Partner, Chao, Wang & Lin Attorneys at Law 1. Independent Director, TaiSol Electronics Co., Ltd. 2. Independent Director, Lifestyle Global Enterprise, Inc. 3. Independent Director, Panhsin Commercial Bank Co., Ltd. 4. Managing Partner, Chao, Wang & Lin Attorneys at Law 5. Arbitrators, Chinese Arbitration Association, Taipei 0 Share
Independent Director Chen, Li-Mei EMBA, National Sun Yat-sen University MBA, Chinese University of Hong Kong CFO, Ritek Technology Co., Ltd. Vice President, Plastron Precision Co., Ltd. Chairman, Sheng Shin Precision Co., Ltd. 1. Independent director of TaiSol Electronics Co., Ltd. 2. Independent Director of Kingstate Electronics Corp. 3. Chairman, Sheng Shin Precision Co., Ltd. 0 Share
Independent Director Chen, Li-Fu EMBA, National Sun Yat-sen University, China University of Hong Kong CFO, Ritek Technology Co., Ltd. Vice President, Plastron Precision Co., Ltd. Chairman, Sheng Shin Precision Co., Ltd. 1. Independent director of Taiwan University, Taiwan University, Taiwan 0 Share
Independent Director Chen, Li-Fu EMBA, National Sun Yat-sen University, China University of Hong Kong CFO, Ritek Technology Co., Ltd. Vice President, Plastron Precision Co., Ltd. Chairman, Sheng Shin Precision Co., Ltd. 1. Independent director of Taiwan University, Taiwan University, Taiwan 0 Share

Title Name Academic qualifications Experience Current position Shareholding
Independent Director Tu, Che-Yi Ph.D. in Electrical and Control Engineering, National Chiao Tung University Full-time Lecturer, Chung Yuan Christian University Project Associate Researcher, National Chiao Tung University Assistant Professor, Chung Yuan Christian University 1. Director, Service Learning Center, Office of Student Affairs, Chung Yuan Christian University
2. Associate Professor, Chung Yuan Christian University 0 Share

The qualifications of the above director (including independent director) candidates have been reviewed and approved by the Company's Board of Directors at its 14th meeting of the 14th term held on April 15, 2026.

Election results:


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Other Matters

Proposal 1

(Proposed by the Board of Directors)

Proposal for the Removal of Non-Competition Restrictions on Newly Elected Directors for Discussion.

Explanation:

  1. Pursuant to Article 209, Paragraph 1 of the Company Act, “A director who engages in any act for himself/herself or on behalf of another person that falls within the scope of the Company’s business shall explain to the shareholders’ meeting the material content of such act and obtain its approval.”

  2. Certain newly elected directors of the Company may invest in or engage in businesses that are within the same scope as that of the Company. Provided that such activities do not prejudice the interests of the Company, it is proposed, in accordance with applicable laws, that the shareholders’ meeting approve the removal of non-competition restrictions on such directors.

  3. The list of directors proposed for removal of non-competition restrictions is as follows:

Title Name Name of other companies and the concurrent duties
Director Peng, Peng-Huang 1. Vice Chairman/ Representative Director, Singatron Enterprise Co., Ltd.
2. Director, Kingstate Electronics Corp
3. Independent Director, GIGA-BYTE Technology Co., Ltd.
4. Independent Director, Albatron Technology Co., Ltd.
Director Hsieh, Chun-Shan 1. Supervisor, Coolpc Computer Co., Ltd.
Director Lee, E-Tay 1. CEO/Director, GIGABYTE Technology Co., Ltd
2. Vice Chairman, Giga Computing Technology Co., Ltd
3. Chairman, GigaIPC Co., Ltd.
4. Representative Director, MyelinTek Inc.
Representative Director Sheng-Chun
Investment Co., Ltd.
Representative: Kan, Yi-Chun 1. Chairman, Rensemble Inc.
2. Representative Director, Singatron Enterprise Co., Ltd.
3. Director, Singatron Electronics (China) Co., Ltd.
Independent Director Wang, Hwei-Min 1. Chairman, Apollo Power Co., Ltd.
2. Chairman, Digital Energy Design Co., Ltd.
3. Chairman, Apollo Xinneng Co., Ltd.
4. Chairman, Apollo Dianeng Co., Ltd.
5. Chairman, Jujian Co., Ltd.
6. Chairman, Juji Co., Ltd.
7. Chairman, Juyu Co., Ltd.
8. Independent Director, GIGA-BYTE Technology Co., Ltd.
9. Independent Director, Phison Electronics Corp.
Independent Director Wang, Sheng-Shun 1. Independent Director, Lifestyle Global Enterprise, Inc
Independent Director Chen, Li-Mei 1. Chairman, Sheng Shin Precision Co., Ltd.
2. Independent Director, Kingstate Electronics Corp.

Resolution:

Questions and Motions

Adjournment


Appendix (I)

TaiSol Electronics Co., Ltd. 2025 Business Report

I. 2025 Operating Results

  1. Implementation and Results of the 2025 Business Plan

The company's consolidated net revenue for 2025 was NT$3,621,006 thousand, representing a $3.54\%$ decrease compared to 2024. Consolidated operating income for 2025 was NT$168,187 thousand, a $24.67\%$ decrease from 2024. Net income after tax was NT$156,399 thousand, a $40.46\%$ decrease from 2024. Earnings per share (EPS) for 2025 was NT$1.80. The gross margin for 2025 was $19.47\%$ , a decrease of $0.59\%$ from 2024, while the net profit margin was $4.32\%$ , a decrease of $2.68\%$ from 2024.

  1. Budget Execution

In accordance with the "Regulations Governing the Publication of Financial Forecasts by Public Companies," the company did not disclose a financial forecast for 2025; therefore, no disclosure of budget execution is required.

  1. Analysis of Financial Income, Expenditures, and Profitability

Unit: NT$ Thousands

Item Year 2025 2024
Financial Results Operating Revenue 3,621,006 3,753,882
Gross Profit 705,035 752,998
Net Income Attributable to Owners of the Parent 156,399 262,683
Profitability Analysis Return on Assets (ROA) (%) 4.37% 6.96%
Return on Equity (ROE) (%) 7.79% 13.38%
Pre-tax Income to Paid-in Capital Ratio (%) 21.36% 37.57%
Net Profit Margin (%) 4.32% 7.00%
Basic Earnings Per Share (NT$) 1.8 3.00
  1. Research and Development (R&D) Status

(1) R&D Expenditures in the Most Recent Two Years

Unit: NT$ Thousands

Year 2025 2024
R&D Expenses 161,019 162,820
R&D Expenses as a Percentage of Net Revenue (%) 4.45% 4.34%

(2) R&D Achievements

  • Thermal Management
  • A. Coolant Distribution Unit (CDU): High-specification development, market introduction, and international safety certifications.
  • B. High-Performance GPU Direct Liquid Cooling (DLC): Advanced modular design for Graphics Processing Units.
  • C. AI Server DLC Integration: Comprehensive integration and application of Direct Liquid Cooling technology for AI servers.
  • D. AI Server Thermal & Mechanical Integration Services: Total solutions including the integration, testing, and servicing of CDUs, Cold Plates, Quick Disconnects (QD) and Cooling Loops/Piping, Various sensor cables, Rear Door Heat Exchangers (RDHx), and server chassis.
  • E. Process Optimization: Enhancement of liquid cooling manufacturing processes and product reliability management.
  • F. Technical Leadership: Monitoring forward-looking international thermal trends and aligning with global technical standards.

  • Other Electronic Components

  • A. Smart Card Applications: Implementation of Desfire/Mifare EV1 technologies on STMicroelectronics (ST) platforms.
  • B. Connectivity Solutions: RJ45 to USB interface applications specifically designed for internet streaming platforms.

II. 2026 Operational Outlook

  1. Operating Guidelines

The era of Cloud AI has officially commenced, with AI servers serving as the pivotal hardware driving a comprehensive revolution in data center computing architecture. These applications demand massive data storage and processing power, relying heavily on stable and flexible cloud computing frameworks. Following this trend, the concept of the "AI Factory" has emerged as the next core wave driving the market. We anticipate that the AI server market will maintain rapid expansion over the next three years, reflecting the transition of AI's value toward large-scale commercial implementation.

AI servers are no longer just a hardware upgrade; they have become the core engine and structural mainstay driving revenue growth across the global server industry. To capture these opportunities, the Company will increase investment and refine our R&D capabilities. We aim to provide high-value-added products that meet the demands for high computing power, high power density, and high-speed transmission. By integrating technical upgrades in upstream components—such as thermal modules—we aspire to be a key driver in industrial value enhancement.

In response to global market shifts, TaiSol will adhere to our development strategy of "Global Footprint, Local Operations." We are actively expanding our production and sales bases in Southeast Asia to diversify risks and enhance our responsiveness to operational changes. Simultaneously, we will accelerate digital transformation by promoting smart manufacturing and lean factory management. These efforts are designed to comprehensively improve production efficiency, operational flexibility, and cost competitiveness, laying a solid foundation for sustainable development.

  1. Major Production and Marketing Policies

(1) Marketing Strategy

  • A. Deepen Strategic Partnerships: Strengthen collaborative relationships with key

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clients to accelerate the transition of business opportunities into large-scale commercial implementation.

B. Expand ODM and EMS Collaboration: Broaden our engagement within ODM (Original Design Manufacturer) and EMS (Electronic Manufacturing Services) ecosystems to diversify sales channels and regional market penetration.

(2) Production Strategy

A. Drive Digital Transformation: Continue promoting digital integration and smart automated production to enhance factory management efficiency and quality consistency, effectively reducing operational costs.

B. Implement "Global Footprint, Local Operations": Adhere to our core development strategy by actively expanding in the Southeast Asian market, thereby shortening the physical distance to our customers and supply chain partners.

(3) R&D Strategy

A. Focused Innovation: Concentrate R&D resources on AI servers, High-Performance Computing (HPC), and high-wattage thermal management solutions.

B. Strengthen Core Technologies and System Integration: Enhance self-developed core technologies and system integration capabilities to increase product value-add and differentiated competitive advantages, transitioning the company into a "Comprehensive Thermal Solution Provider."

  1. Future Corporate Development Strategy

The year 2026 will be a pivotal year for TaiSol's digital and product transformation. The Company will proactively drive digital management, product strategy upgrades, international market expansion, optimized talent development programs, and the implementation of automated equipment and smart manufacturing to comprehensively consolidate our core competitive advantages.

Looking forward, we will accelerate our overseas market presence, with a particular focus on deeply cultivating the Southeast Asian market while optimizing our sustainable supply chain. Through continuous technological innovation and product differentiation strategies, we aim to effectively bypass low-price "Red Ocean" competition and pivot toward high-value-added sectors, consistently enhancing corporate resilience and long-term growth momentum.

The Year of the Horse symbolizes vitality, momentum, and breakthrough. TaiSol will uphold the spirit of "Professional Manufacturing, Exceptional Quality, and Exquisite Service," guided by our core values of "Integrity and Sustainable Mutual Prosperity." Our management team will work hand-in-hand with all colleagues to turn dreams into reality, break through traditional frameworks, and usher in a new era for TaiSol—achieving a "Triple-Win" vision of happiness for our employees, shareholders, and the Company alike. We would like to express our deepest gratitude to all shareholders for your long-term support and encouragement. Moving forward, we will advance with even firmer strides, joining hands with you to create an even more brilliant tomorrow!

TaiSol Electronics Co., Ltd.
Chairman: Peng, Peng-Huang
President: Liu, Ko-Ping
Chief Financial Officer: Wu, Mei-Ling

18


Appendix (II)

Audit Committee's Review Report

The Board of Directors has prepared the Company’s 2025 financial statements, including the parent company only financial statements and consolidated financial statements (comprising the balance sheets, statements of comprehensive income, statements of changes in equity, and statements of cash flows), which have been audited and certified by CPAs Fu-Jen Chen and Ya-Wen Hsiao of KPMG Taiwan.

The aforementioned financial statements, together with the Business Report and the Earnings Distribution Proposal, have been reviewed by the Audit Committee, which found no material non-compliance.

Accordingly, this report is submitted in accordance with the relevant provisions of the Securities and Exchange Act and the Company Act for your review.

Respectfully submitted to the 2026 Annual Shareholders’ Meeting of the Company

TaiSol Electronics Co., Ltd.

Convener of the Audit Committee: Wang, Hwei-Min

March 4, 2026


Appendix (III)

KPMG

尊侯建業聯合會計師事務所

KPMG

台北市110615信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5,

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 2 8101 6666

傳真 Fax +886 2 8101 6667

網址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TaiSol Electronics Co., Ltd.:

Opinion

We have audited the financial statements of TaiSol Electronics Co., Ltd. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public 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 of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  1. Revenue recognition

Please refer to Notes 4(m), 5(a), 6(k) and 6(p) to the parent company only financial statements.

Description of key audit matter:

The Company provides discounts to its customers based on their contract agreements and records them as reduction on revenue. Therefore, revenue recognition has been regarded as one of our key audit matters.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms. 20 is affiliated with KPMG International Limited, a private English company limited by guarantee.


KPMG

How the matter was addressed in our audit:

Our principal audit procedures included the following:

  • Testing the manual controls relating to sales and collection, financial reporting, as well as checking and reconciling the sales system data with the general ledger entries to ensure the Company’s revenue recognition policy is in compliance with the relevant standards and revenue information is properly disclosed.
  • Reviewing the relevant customer sales contracts and terms, by taking into consideration the accounting treatment and disclosure of sales discounts, to ensure they are consistent with the Company’s accounting policies.
  • Performing a year-to-year analysis on the revenue based on product lines and revenue from top ten customers to determine to ensure there are no material misstatements.
  • Selecting appropriate samples and compare them with the vouchers and relevant documents to ensure consistency.
  • Selecting sales transactions from a period of time before and after the balance sheet date and verify them with the vouchers and relevant documents to assess the accuracy of the timing and amounts of revenue recognized.
  • Obtaining the details of the discounts accrued by the management of the Company (refund liabilities) and verify them with the relevant internal and external information to assess the reasonableness of the relevant parameters and the underlying assumptions; as well as reviewing the accuracy of the estimated discount accrued in prior years to assess whether there are material anomalies in the amounts of the accrued discounts (refund liabilities).

  • Commission estimate

Please refer to Notes 4(f), 5(b), 6(k) to the parent company only financial statements.

Description of key audit matter:

Commission expense is one of our key audit matters. Part of the sales of the Company are made through agents, who collect commissions from the Company based on the agreements. These expenses estimated by the management, in respect of the foregoing transaction mentioned above, are accrued as operating expenses.

How the matter was addressed in our audit:

Our principal audit procedures included the following:

  • Reviewing the terms of the sales contract of the relevant agent to ensure they are consistent with the accounting treatment.
  • Performing a year-to-year analysis on the commission expense incurred from the main agents to evaluate if there are any material abnormalities.
  • Obtaining the details on the commission accrued by the management and verify them with the relevant internal and external information to assess the reasonableness of the relevant parameters and underlying assumptions; as well as reviewing the accuracy of the estimated commission expenses accrued in prior years to assess whether there are material anomalies in the amounts of the accrued commission.

21


KPMG

3. Valuation of Inventory

Please refer to Notes 4(g), 5(c) and 6(e) to the parent company only financial statements.

Description of key audit matter:

Inventories are measured at the lower of cost or net realizable value at the reporting date. Due to factors such as rapid changes in technology or the upgrading of production technology, which may lead the products to be obsolete or no longer meet market demand, and their sales prices to fluctuate or become sluggish, resulting in a risk on the costs of inventories to exceed their net realized values.

How the matter was addressed in our audit:

Our principal audit procedures included the following:

  • Reviewing the inventory aging reports to analyze the changes for each period.
  • Assessing the reasonableness of the accounting policies of the Company, such as policies for the valuation of inventories or the provision of obsolete goods.
  • Evaluating whether the inventory valuation is in conformity with the accounting policies.
  • Understanding the basis for valuation of net realized value used by the management of the Company and selecting appropriate samples to assess the reasonableness of the net realized value of inventories.
  • Assessing whether the disclosure of inventory is appropriate.

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 financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


KPMG

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

23


KPMG

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chen, Fu-Jen and Hsiao, Ya-Wen.

KPMG

Taipei, Taiwan (Republic of China)
March 4, 2026

Notes to Readers

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.

24


(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
TAISOL ELECTRONICS CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Assets December 31, 2025 December 31, 2024 Liabilities and Equity December 31, 2025 December 31, 2024
Amount % Amount % Amount % Amount % Amount %
Current assets: Current liabilities:
1100 Cash and cash equivalents (note 6(a)) $ 271,854 9 217,544 7 2170 Accounts payable 301,463 10 341,842 10
1136 Current financial assets at amortized cost (note 6(b)) 50,000 2 244,038 8 2180 Accounts payable to related parties (note 7) 409,811 14 469,048 14
1170 Accounts receivable, net (notes 6(c) and (p)) 725,111 24 769,197 24 2200 Other payables (note 6(k)) 118,625 4 153,362 5
1180 Accounts receivable due from related parties, net (notes 6(c), (p) and 7) 76 - 71 - 2220 Other payables to related parties (note 7) 12,452 - 12,307 -
1200 Other receivables, net (note 6(d)) 7,021 - 5,415 - 2230 Current tax liabilities - - 28,003 1
1210 Other receivables due from related parties, net (notes 6(d) and 7) 10,340 1 11,819 - 2280 Current lease liabilities (note 6(j)) 535 - 531 -
1220 Current tax assets 2,130 - - - 2300 Other current liabilities (notes 6(k) and (p)) 45,872 2 55,742 2
130X Inventories (note 6(e)) 210,842 7 204,353 6 Total current liabilities 888,758 30 1,060,835 32
1410 Prepayments 6,988 - 5,806 - Non-Current liabilities:
1470 Other current assets (note 8) 3,346 - 1,020 - 2570 Deferred tax liabilities (note 6(m)) 115,250 4 129,120 4
Total current assets 1,287,708 43 1,459,263 45 2580 Non-current lease liabilities (note 6(j)) 675 - 695 -
Non-current assets: 2650 Credit balance of investments accounted for using equity method (note 6(f)) - - 21,658 1
1535 Non-current financial assets at amortised cost (note 6(b)) 38,920 1 34,424 1 2670 Other non-current liabilities 1,351 - 867 -
1550 Investments accounted for using equity method, net (note 6(f)) 1,437,143 48 1,526,772 47 Total non-current liabilities 117,276 4 152,340 5
1600 Property, plant and equipment (notes 6(g) and 8) 148,950 5 149,873 5 Total liabilities 1,006,034 34 1,213,175 37
1755 Right of use assets (note 6(h)) 1,182 - 1,198 - Equity attributable to owners of parent (note 6(n)):
1780 Intangible assets (note 6(i)) 13,661 1 1,053 - 3110 Ordinary share 879,081 29 879,081 27
1840 Deferred tax assets (note 6(m)) 61,592 2 66,420 2 3200 Capital surplus 348,929 12 348,929 11
1990 Other non-current assets 1,800 - 4,007 - Retained earnings:
Total non-current assets 1,703,248 57 1,783,747 55 3310 Legal reserve 247,626 8 221,358 7
3320 Special reserve 39,747 1 85,660 3
3350 Unappropriated retained earnings 552,935 19 551,807 17
840,308 28 858,825 27
3410 Exchange differences on translation of foreign financial statements (32,762) (1) (59,747) (1)
3500 Treasury shares (50,634) (2) (17,253) (1)
Total equity 1,984,922 66 2,029,835 63
Total assets $ 2,990,956 100 3,243,010 100 Total liabilities and equity $ 2,990,956 100 3,243,010 100

See accompanying notes to parent company only financial statements.


(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAISOL ELECTRONICS CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2025 2024
Amount % Amount %
4000 Operating revenue (notes 6(p) and 7) $ 2,117,173 100 2,238,002 100
5000 Operating costs (notes 6(e), 7 and 12) 1,791,196 85 1,862,362 83
5900 Gross profit from operations 325,977 15 375,640 17
6000 Operating expenses (notes 6(c), (j), (l), (q) and 12):
6100 Selling expenses 98,627 5 104,918 5
6200 Administrative expenses 102,450 5 95,524 4
6300 Research and development expenses 42,601 2 45,374 2
6450 Expected credit loss (gain) 61 - (40) -
243,739 12 245,776 11
6900 Net operating income 82,238 3 129,864 6
7000 Non-operating income and expenses (notes 6(j), (r) and 7):
7100 Interest income 11,155 1 20,891 1
7010 Other income 17,792 1 20,930 1
7020 Other gains and losses, net (2,013) - 37,008 2
7050 Finance costs, net (895) - (45) -
7070 Share of profit of associates and joint ventures accounted for using equity method, net 85,357 4 116,886 5
111,396 6 195,670 9
Profit from continuing operations before tax 193,634 9 325,534 15
7950 Less: Income tax expenses (note 6(m)) 37,235 2 62,851 3
Profit 156,399 7 262,683 12
8300 Other comprehensive income (note 6(n)):
8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements 7,647 - 44,924 2
8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss - - - -
8300 Other comprehensive income 7,647 - 44,924 2
8500 Total comprehensive income $ 164,046 7 307,607 14
Earnings per share (note 6(o))
9750 Basic earnings per share $ 1.80 3.00
9850 Diluted earnings per share $ 1.79 2.99

See accompanying notes to parent company only financial statements.


(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAISOL ELECTRONICS CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Share capital Retained earnings Exchange differences on translation of foreign financial statements Treasury shares Total equity
Ordinary shares Capital surplus Legal reserve Special reserve Unappropriated retained earnings Total retained earnings
Balance at January 1, 2024 $ 879,081 348,899 197,029 61,180 512,849 771,058 (85,660) (17,253) 1,896,125
Profit - - - - 262,683 262,683 - - 262,683
Other comprehensive income - - - - - - 44,924 - 44,924
Total comprehensive income - - - - 262,683 262,683 44,924 - 307,607
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 24,329 - (24,329) - - - -
Special reserve appropriated - - - 24,480 (24,480) - - - -
Cash dividends of ordinary share - - - - (174,916) (174,916) - - (174,916)
Other changes in capital surplus - 30 - - - - - - 30
Disposal of subsidiaries - - - - - - 989 - 989
Balance at December 31, 2024 879,081 348,929 221,358 85,660 551,807 858,825 (39,747) (17,253) 2,029,835
Profit - - - - 156,399 156,399 - - 156,399
Other comprehensive income - - - - - - 7,647 - 7,647
Total comprehensive income - - - - 156,399 156,399 7,647 - 164,046
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 26,268 - (26,268) - - - -
Cash dividends of ordinary share - - - - (174,916) (174,916) - - (174,916)
Reversal of special reserve - - - (45,913) 45,913 - - - -
Purchase of treasury share - - - - - - - (33,381) (33,381)
Disposal of subsidiaries - - - - - - (662) - (662)
Balance at December 31, 2025 $ 879,081 348,929 247,626 39,747 552,935 840,308 (32,762) (50,634) 1,984,922

See accompanying notes to parent company only financial statements.


(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAISOL ELECTRONICS CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:

2025 2024
Profit before tax $ 193,634 325,534
Adjustments:
Adjustments to reconcile profit or loss:
Depreciation expense 6,633 6,736
Amortization expense 2,727 194
Expected credit loss (gain) 61 (40)
Interest expense 895 45
Interest income (11,155) (20,888)
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method (85,357) (116,886)
(Gain) loss on disposal of investments (543) 990
Unrealized foreign exchange loss 10,257 7,067
Derecognized intangible assets 88 811
Gains on modification of leases - (3)
Total adjustments to reconcile profit (loss) (76,394) (121,974)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in notes receivable - 16
Decrease in accounts receivable 59,069 60,924
Increase in accounts receivable due from related parties (4) (70)
Increase in other receivables (2,458) (296)
Decrease (increase) in other receivables due from related parties 1,600 (11,018)
Increase in inventories (6,489) (34,693)
Increase in prepayments (1,182) (2,962)
Increase in other current assets (2,326) (211)
Total changes in operating assets 48,210 11,690
Changes in operating liabilities:
Decrease in accounts payable (50,587) (35,606)
Decrease in accounts payable to related parties (70,885) (15,174)
Decrease in other payable (34,963) (41,230)
Increase in other payable to related parties 14 4,379
Decrease in other current liabilities (10,322) (20,294)
Increase (decrease) in other operating liabilities 484 (951)
Total changes in operating liabilities (166,259) (108,876)
Total changes in operating assets and liabilities (118,049) (97,186)
Total adjustments (194,443) (219,160)
Cash (outflow) inflow generated from operations (809) 106,374
Interest received 10,129 20,838
Dividends received 153,735 156,985
Interest paid (895) (45)
Income taxes paid (76,410) (70,425)
Net cash flows from operating activities 85,750 213,727
Cash flows from (used in) investing activities:
Acquisition of financial assets at amortized cost (6,363) (247,563)
Proceeds from disposal of financial assets at amortized cost 194,038 -
Acquisition of investments accounted for using equity method - (192,753)
Proceeds from disposal of investments accounted for using equity method 7,121 1,468
Acquisition of property, plant and equipment (5,009) (3,311)
Acquisition of intangible assets (15,423) (938)
Decrease (increase) in other non-current assets 2,205 (2,647)
Interest received 830 -
Net cash flows from (used in) investing activities 177,399 (445,744)
Cash flows from (used in) financing activities:
Payment of lease liabilities (542) (1,618)
Cash dividends paid (174,916) (174,916)
Payments to acquire treasury shares (33,381) -
Other financing activities - 30
Net cash flows used in financing activities (208,839) (176,504)
Net increase (decrease) in cash and cash equivalents 54,310 (408,521)
Cash and cash equivalents at beginning of period 217,544 626,065
Cash and cash equivalents at end of period $ 271,854 217,544

See accompanying notes to parent company only financial statements.


29

Representation Letter

The entities that are required to be included in the combined financial statements of TaiSol Electronics Co., Ltd. as of and for the year ended December 31, 2025 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, TaiSol Electronics Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: TaiSol Electronics Co., Ltd.

Chairman: Peng, Peng-Huang

Date: March 4, 2026


KPMG

尊侯建業聯合會計師事務所

KPMG

台北市110615信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5,

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 2 8101 6666

傳真 Fax +886 2 8101 6667

網址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TaiSol Electronics Co., Ltd.:

Opinion

We have audited the consolidated financial statements of TaiSol Electronics Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into 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 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 of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  1. Revenue recognition

Please refer to Notes 4(m), 5(b)(i), 6(m) and 6(r) to the consolidated financial statements.

Description of key audit matter:

The Group provides discounts to its customers based on their contract agreements and records them as reduction on revenue. Therefore, revenue recognition has been regarded as one of our key audit matters.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member companies affiliated with KPMG International Limited, a private English company limited by guarantee.


KPMG

How the matter was addressed in our audit:

Our principal audit procedures included the following:

  • Testing the manual controls relating to sales and collection, financial reporting, as well as checking and reconciling the sales system data with the general ledger entries to ensure the Group’s revenue recognition policy is in compliance with the relevant standards and revenue information is properly disclosed.
  • Reviewing the relevant customer sales contracts and terms, by taking into consideration the accounting treatment and disclosure of sales discounts, to ensure they are consistent with the Group’s accounting policies.
  • Performing a year-to-year analysis on the revenue based on product lines and revenue from top ten customers to determine to ensure there are no material misstatements.
  • Selecting appropriate samples and compare them with the vouchers and relevant documents to ensure consistency.
  • Selecting sales transactions from a period of time before and after the balance sheet date and verify them with the vouchers and relevant documents to assess the accuracy of the timing and amounts of revenue recognized.
  • Obtaining the details of the discounts accrued by the management of the Group (refund liabilities) and verify them with the relevant internal and external information to assess the reasonableness of the relevant parameters and the underlying assumptions; as well as reviewing the accuracy of the estimated discount accrued in prior years to assess whether there are material anomalies in the amounts of the accrued discounts (refund liabilities).

  • Commission estimate

Please refer to Notes 4(g), 5(b)(ii), 6(m) to the consolidated financial statements.

Description of key audit matter:

Commission expense is one of our key audit matters. Part of the sales of the Group are made through agents, who collect commissions from the Group based on the agreements. These expenses estimated by the management, in respect of the foregoing transaction mentioned above, are accrued as operating expenses.

How the matter was addressed in our audit:

Our principal audit procedures included the following:

  • Reviewing the terms of the sales contract of the relevant agent to ensure they are consistent with the accounting treatment.
  • Performing a year-to-year analysis on the commission expense incurred from the main agents to evaluate if there are any material abnormalities.
  • Obtaining the details on the commission accrued by the management and verify them with the relevant internal and external information to assess the reasonableness of the relevant parameters and underlying assumptions; as well as reviewing the accuracy of the estimated commission expenses accrued in prior years to assess whether there are material anomalies in the amounts of the accrued commission.

31


KPMG

3. Valuation of Inventory

Please refer to Notes 4(h), 5(b)(iii) and 6(e) to the consolidated financial statements.

Description of key audit matter:

Inventories are measured at the lower of cost or net realizable value at the reporting date. Due to factors such as rapid changes in technology or the upgrading of production technology, which may lead the products to be obsolete or no longer meet market demand, and their sales prices to fluctuate or become sluggish, resulting in a risk on the costs of inventories to exceed their net realized values.

How the matter was addressed in our audit:

Our principal audit procedures included the following:

  • Reviewing the inventory aging reports to analyze the changes for each period.
  • Assessing the reasonableness of the accounting policies of the Group, such as policies for the valuation of inventories or the provision of obsolete goods.
  • Evaluating whether the inventory valuation is in conformity with the accounting policies.
  • Understanding the basis for valuation of net realized value used by the management and selecting appropriate samples to assess the reasonableness of the net realized value of inventories.
  • Assessing whether the disclosure of inventory is appropriate.

Other Matter

TaiSol Electronics Co., Ltd. has prepared its parent-company-only financial statements 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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Group's financial reporting process.


KPMG

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. 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.
  2. 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.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. 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.
  5. 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.
  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

33


KPMG

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chen, Fu-Jen and Hsiao, Ya-Wen.

KPMG

Taipei, Taiwan (Republic of China)
March 4, 2026

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

34


(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAISOL ELECTRONICS CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets

Current assets:

1100 Cash and cash equivalents (note 6(a)) December 31, 2025 December 31, 2024
Amount % Amount %
1116 Current financial assets at amortized cost (note 6(b)) $ 735,273 21 927,358 25
1150 Notes receivable, net (notes 6(c) and (r)) 50,000 2 244,038 7
1170 Accounts receivable, net (notes 6(c) and (r)) 199,463 6 151,642 4
1180 Accounts receivable due from related parties, net (notes 6(c), (r) and 7) 1,188,402 34 1,293,788 34
1200 Other receivables, net (note 6(d)) 76 - - -
1220 Current tax assets 4,225 - 6,159 -
130X Inventories (note 6(e)) 2,134 - - -
1410 Prepayments (note 6(j)) 442,131 13 418,380 11
1470 Other current assets (note 8) 105,807 3 84,046 2
Total current assets 11,529 - 1,020 -
Non-current assets: 2,739,040 79 3,126,431 83
1535 Non-current financial assets at amortized cost (note 6(b)) 38,920 1 34,424 1
1600 Property, plant and equipment (notes 6(g) and 8) 534,204 15 427,396 11
1755 Right of use assets (note 6(h)) 48,216 1 75,751 2
1780 Intangible assets (note 6(i)) 23,621 1 1,104 -
1840 Deferred tax assets (note 6(o)) 61,592 2 66,420 2
1990 Other non-current assets (note 6(j)) 36,683 1 22,379 1
Total non-current assets 743,236 21 627,474 17
Total assets $ 3,482,276 100 3,753,905 100

Liabilities and Equity

Current liabilities:

2170 Accounts payable December 31, 2025 December 31, 2024
Amount % Amount %
2209 Other payables (note 6(m)) $ 1,019,977 29 1,085,247 29
2230 Current tax liabilities 246,704 7 322,783 9
2280 Current lease liabilities (note 6(k)) 884 - 39,154 1
2399 Other current liabilities (notes 6(m) and (r)) 11,793 1 35,722 1
Total current liabilities 80,054 2 96,329 3
Non-Current liabilities: 1,359,412 39 1,579,235 43
2570 Deferred tax liabilities (note 6(o)) 115,250 3 129,120 3
2580 Non-current lease liabilities (note 6(k)) 12,048 1 14,847 -
2670 Other non-current liabilities 10,644 - 868 -
Total non-current liabilities 137,942 4 144,835 3
Total liabilities 1,497,354 43 1,724,070 46

Equity attributable to owners of parent (note 6(p)):

3110 Ordinary shares December 31, 2025 December 31, 2024
Amount % Amount %
3200 Capital surplus 879,081 25 879,081 23
Retained earnings: 348,929 10 348,929 9
3310 Legal reserve 247,626 7 221,358 6
3320 Special reserve 39,747 1 85,660 2
3350 Unappropriated retained earnings 552,935 16 551,807 15
840,308 24 858,825 23
(32,762) (1) (39,747) (1)
(50,634) (1) (17,253) -
1,984,922 57 2,029,835 54
$ 3,482,276 100 3,753,905 100

Total assets

See accompanying notes to consolidated financial statements.


(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAISOL ELECTRONICS CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

2025 2024
Amount % Amount %
4000 Operating revenue (notes 6(r) and 7) 3,621,006 100 3,753,882 100
5000 Operating costs (notes 6(e), (k) and 12) 2,915,971 81 3,000,884 80
5900 Gross profit from operations 705,035 19 752,998 20
6000 Operating expenses (notes 6(c), (k), (n), (s) and 12):
6100 Selling expenses 183,645 5 192,760 5
6200 Administrative expenses 192,780 5 173,742 5
6300 Research and development expenses 161,019 4 162,820 4
6450 Expected credit (gain) loss (596) - 411 -
536,848 14 529,733 14
6900 Net operating income 168,187 5 223,265 6
7000 Non-operating income and expenses (notes 6(f), (k), (t) and 12):
7100 Interest income 21,016 - 29,704 1
7010 Other income 41,373 1 34,645 1
7020 Other gains and losses, net (40,498) (1) 44,660 1
7050 Finance costs, net (2,315) - (1,996) -
19,576 - 107,013 3
7900 Profit from continuing operations before tax 187,763 5 330,278 9
7950 Less: Income tax expenses (note 6(o)) 31,364 1 67,595 2
Profit 156,399 4 262,683 7
8300 Other comprehensive income (note 6(p)):
8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements 7,647 - 44,924 1
8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss - - - -
8300 Other comprehensive income 7,647 - 44,924 1
8500 Total comprehensive income 164,046 4 307,607 8
Profit, attributable to:
8610 Owners of parent 156,399 4 262,683 7
Comprehensive income (loss) attributable to:
8710 Owners of parent 164,046 4 307,607 8
Earnings per share (note 6(q))
9750 Basic earnings per share 1.80 3.00
9850 Diluted earnings per share 1.79 2.99

See accompanying notes to consolidated financial statements.


(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAISOL ELECTRONICS CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2024

Profit

Other comprehensive income

Total comprehensive income

Appropriation and distribution of retained earnings:

Legal reserve appropriated

Special reserve appropriated

Cash dividends of ordinary share

Other changes in capital surplus

Disposal of subsidiaries

Balance at December 31, 2024

Profit

Other comprehensive income

Total comprehensive income

Appropriation and distribution of retained earnings:

Legal reserve appropriated

Cash dividends of ordinary share

Reversal of special reserve

Purchase of treasury share

Disposal of subsidiaries

Balance at December 31, 2025

Equity attributable to owners of parent

Share capital Retained earnings Exchange differences on translation of foreign financial statements Treasury shares Total equity
Ordinary shares Capital surplus Legal reserve Special reserve Unappropriated retained earnings Total retained earnings
$ 879,081 348,899 197,029 61,180 512,849 771,058 (85,660) (17,253) 1,896,125
- - - - 262,683 262,683 - - 262,683
- - - - - - 44,924 - 44,924
- - - - 262,683 262,683 44,924 - 307,607
- - 24,329 - (24,329) - - - -
- - - 24,480 (24,480) - - - -
- - - - (174,916) (174,916) - - (174,916)
- 30 - - - - - - 30
- - - - - - 989 - 989
879,081 348,929 221,358 85,660 551,807 858,825 (39,747) (17,253) 2,029,835
- - - - 156,399 156,399 - - 156,399
- - - - - - 7,647 - 7,647
- - - - 156,399 156,399 7,647 - 164,046
- - 26,268 - (26,268) - - - -
- - - - (174,916) (174,916) - - (174,916)
- - - (45,913) 45,913 - - - -
- - - - - - - (33,381) (33,381)
- - - - - - (662) - (662)
$ 879,081 348,929 247,626 39,747 552,935 840,308 (32,762) (50,634) 1,984,922

See accompanying notes to consolidated financial statements.


(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAISOL ELECTRONICS CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:

2025 2024
Profit before tax $ 187,763 330,278
Adjustments:
Adjustments to reconcile profit or loss:
Depreciation expense 102,244 89,761
Amortization expense 3,523 257
Expected credit (gain) loss (596) 411
Interest expense 2,315 1,996
Interest income (21,016) (29,701)
Gains on disposal of property, plan and equipment (98) (750)
(Gains) loss on disposal of investments (543) 990
Unrealized foreign exchange gain (538) (763)
Derecognized intangible assets 88 811
Gains on modification of leases (5) (3)
Total adjustments to reconcile profit 85,374 63,009
Changes in operating assets and liabilities:
Changes in operating assets:
(Increase) decrease in notes receivable (45,530) 90,980
Decrease in accounts receivable 119,991 155,319
Increase in accounts receivable due from related parties (76) -
Decrease in other receivables 2,796 565
Increase in inventories (22,270) (68,616)
(Increase) decrease in prepayments (20,689) 10,385
Increase in other current assets (10,216) (212)
Total changes in operating assets 24,006 188,421
Changes in operating liabilities:
Decrease in accounts payable (77,448) (204,886)
Decrease in other payables (72,612) (58,947)
Decrease in other current liabilities (16,656) (26,556)
Increase (decrease) in other operating liabilities 5,065 (951)
Total changes in operating liabilities (161,651) (291,340)
Total changes in operating assets and liabilities (137,645) (102,919)
Total adjustments (52,271) (39,910)
Cash flows generated from operations 135,492 290,368
Interest received 19,914 32,128
Interest paid (2,315) (1,996)
Income taxes paid (80,487) (75,393)
Net cash flows from operating activities 72,604 245,107
Cash flows from (used in) investing activities:
Acquisition of financial assets at amortized cost (6,363) (114,521)
Proceeds from disposal of financial assets at amortized cost 194,038 -
Proceeds from disposal of subsidiaries - 404
Acquisition of property, plant and equipment (159,332) (45,233)
Proceeds from disposal of property, plant and equipment 607 1,879
Acquisition of intangible assets (25,775) (938)
(Increase) decrease in other non-current assets (15,955) 22,451
Interest received 830 -
Net cash flows used in investing activities (11,950) (135,958)
Cash flows from (used in) financing activities:
Payment of lease liabilities (41,663) (37,830)
Cash dividends paid (174,916) (174,916)
Payments to acquire treasury shares (33,381) -
Other financing activities - 30
Net cash flows used in financing activities (249,960) (212,716)
Effect of exchange rate changes on cash and cash equivalents (2,779) 29,771
Net decrease in cash and cash equivalent (192,085) (73,796)
Cash and cash equivalents at beginning of period 927,358 1,001,154
Cash and cash equivalents at end of period $ 735,273 927,358

See accompanying notes to consolidated financial statements.


Appendix (IV)

TaiSol Electronics Co., Ltd.
Comparison Table of Amendments to the Sustainable Development Best Practice Principles

Amended provision Current provision Description
Article 15 The Company should consider the impact of its operations on ecological sustainability, promote and advocate the concept of sustainable consumption, and conduct its research and development, procurement, production, operations, and services in accordance with the following principles so as to reduce the impact of its operations on the natural environment, biodiversity, and human beings: 1. Reduce the consumption of resources and energy in products and services. 2. Reduce the emission of pollutants, toxic substances, and waste, and ensure proper disposal of waste. 3. Enhance the recyclability and reusability of raw materials or products. 4. Maximize the sustainable use of renewable resources. 5. Extend the durability of products. 6. Improve the efficiency of products and services. 7. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and reasonable distribution of benefits Article 15 The Company should consider the impact of its operations on ecological sustainability, promote and advocate the concept of sustainable consumption, and conduct its research and development, procurement, production, operations, and services in accordance with the following principles so as to reduce the impact of its operations on the natural environment, biodiversity, and human beings: 1. Reduce the consumption of resources and energy in products and services. 2. Reduce the emission of pollutants, toxic substances, and waste, and ensure proper disposal of waste. 3. Enhance the recyclability and reusability of raw materials or products. 4. Maximize the sustainable use of renewable resources. 5. Extend the durability of products. 6. Improve the efficiency of products and services. Amended in accordance with the letter issued by the Taiwan Stock Exchange dated September 2, 2025 (Ref. No. TWSE Governance No. 1140016118).
Article 21 The Company should create a favorable environment for employees' career development and establish effective training programs for career capability development. The Company should establish industry-academia collaboration programs to cultivate talent for the industry. The Company shall formulate and implement reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately reflect business performance or achievements in employees' compensation policies, in order to ensure the recruitment, Article 21 The Company should create a favorable environment for employees' career development and establish effective training programs for career capability development. The Company shall formulate and implement reasonable employee welfare measures (including compensation, leave, and other benefits), and appropriately reflect business performance or achievements in employees' compensation policies, in order to ensure the recruitment, retention, Amended in accordance with the letter issued by the Taiwan Stock Exchange dated September 2, 2025 (Ref. No. TWSE Governance No. 1140016118).
and management of employees' compensation policies, in order to ensure the recruitment, retention, and retention of employees' compensation policies and management of employees' compensation policies, in order to ensure the recruitment, retention, and retention of employees' compensation policies.

Amended provision Current provision Description
retention, and motivation of human resources and to achieve the objective of sustainable operations. and motivation of human resources and to achieve the objective of sustainable operations.
Article 32
These Principles were established on December 22, 2014.
The first amendment was made on August 6, 2021.
The second amendment was made on November 4, 2022.
The third amendment was made on October 30, 2025 Article 32
These Principles were established on December 22, 2014.
The first amendment was made on August 6, 2021.
The second amendment was made on November 4, 2022. To reflect the latest amendment date.

40


Exhibit (I)

TaiSol Electronics Co., Ltd.

Articles of Incorporation

Chapter 1 General

Article 1: The Company is incorporated in accordance with the Company Act under the name of TaiSol Electronics Co., Ltd.

Article 2: The Company mainly specializes in the following activities:
1. CC01020 Electric Wires and Cables Manufacturing
2. CC01080 Electronic Components Manufacturing
3. CC01110 Computer and Peripheral Equipment Manufacturing
4. F113070 Wholesale of Telecommunication Apparatus
5. F113990 Wholesale of Other Machinery and Tools
6. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
7. F119010 Wholesale of Electronic Materials
8. F401010 International Trade
9. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The headquarters of the Company is located in Taipei City, and the Company may establish domestic or foreign branches or offices with a resolution made by the Board.

Article 4: The Company may provide guarantees to external parties.

Chapter 2 Shares

Article 5: The total capital of the Company is NT$1.5 billion, divided into 150,000,000 shares with a par value of NT$10, issued shares in batches.

Within the total capital above, NT$30 million was preserved for the issuance of employee stock options in the amount of 3,000,000 shares with a par value of NT$10 in aggregate.

Total shares held by the Company due to investments in other limited companies are not restricted by the investment limit stated under Article 13 of the Company Act.

Article 5-1: The Company intends to issue employee stock options at a subscription price lower than the market price, it shall make arrangements according to relevant requirements of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, and the issuance shall be subject to the special resolution made by the shareholders' meeting.

Article 5-2: If the Company intends to transfer its repurchased shares to its employees at a price lower than the actual average price of the shares repurchased, such transfer shall be subject to a special resolution of the shareholders' meeting in accordance with applicable regulations.

Article 5-3: The distribution targets of employee stock options, distribution targets of restrictive stock awards, targets for employee subscription of shares preserved from new shares issued due to capital increases, and targets for the transfer of treasury shares repurchased may include employees, who fulfill certain conditions, of controlling or subordinate companies; the Board is authorized to determine the conditions, distribution methods, and subscription methods.

Article 6: Stock affairs of the Company are processed according to the requirements under the "Regulations Governing the Administration of Shareholder Services of Public Companies"


promulgated by the competent authority.

Article 6-1: If the Company intends to cancel the public offering of its stocks, it shall submit a proposal to the shareholders’ meeting for resolution; this provision shall remain unchanged during the period in which the Company is listed on the emerging stock market and TWSE/TPEx.

Article 7: Shares of the Company are registered, with the signature or seal of Directors, who represents the Company, affixed, and issued after being certified by the competent authority or an issuance registration institution it approved. The Company is exempted from printing share certificates for the shares it issues. However, shares issued according to the abovementioned requirements shall be registered with a centralized securities depository enterprise.

Article 8: The change in name and transfer of shares shall be suspended 60 days before an annual shareholders' meeting, 30 days before an extraordinary shareholders' meeting, or five days before the base day on which the Company decides to distribute dividends, bonuses, or other benefits.

Chapter 3 Shareholders' Meeting

Article 9: There are annual shareholders’ meetings and extraordinary shareholders’ meetings; annual shareholders’ meetings shall be convened at least once a year by the Board within six months after the end of each fiscal year according to the law; extraordinary shareholders’ meetings are convened according to the law when necessary.

With the consent of the shareholders, the meeting notice may be provided by electronic means. For shareholders with less than 1,000 registered shares, the meeting notice in the preceding paragraph may be made by way of announcements.

Article 10: If a shareholder is unable to attend a shareholders’ meeting due to other causes, it may issue a proxy form, which is printed and distributed by the Company, and set out the scope of authorization to engage a proxy to attend the shareholders’ meeting on its behalf.

Apart from requirements under Article 177 of the Company Act, methods for attendance of shareholders by proxy shall be subject to the requirements of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.

Article 11: Shareholders of the Company are entitled to one vote for each share held; no vote is granted for those restricted or falling under the circumstances stated in paragraph 2, Article 179 of the Company Act.

Article 12: Resolutions at a shareholders' meeting shall, unless otherwise stated in the Company Act, be adopted by receiving more than half of the votes for consent from attending shareholders.

Article 12-1: For shareholders’ meetings convened by the Board, the Chairman shall be the chairperson; if the Chairman is absent, the Chairman shall appoint one person as its proxy; if there is no appointment made, Directors shall elect on person to act on behalf of the Chairman. For shareholders’ meetings convened by a party with the power to convene but other than the Board, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves.

Article 12-2: Resolutions made at the shareholders' meeting shall be recorded in the minutes, signed or sealed by the chairman of the shareholders' meeting, and processed in accordance with Article 183 of the Company Act after the meeting.

Chapter 4 Directors and Audit Committee


Article 13: The Company has five to nine Directors with a term of office of three years; the Company adopts the candidate nomination system for the election of Directors for the shareholders' meeting to elect Directors from the list of Director candidates; Directors may be re-elected and re-appointed. The Company adopts the cumulative voting method for the elections of its Directors. In the above number of Directors, the number of Independent Directors shall be no less than three persons, and they shall be elected by the shareholders from the list of Independent Director candidates. The acceptance method for nomination shall be subject to the requirements of the Company Act and relevant regulations.

The total shareholding of all Directors of the Company shall be subject to the requirements of the securities administration agency.

Article 13-1: If the vacancy of Directors reaches one-third or if all Independent Directors are released of their duties, the Board shall convene an extraordinary shareholders' meeting for by-election according to the requirements under Article 201 of the Company Act and Article 14-2 of the Securities and Exchange Act; the tenure of Directors so elected shall be up to the expiry of the initial Directors.

Article 13-2: The Company may purchase liability insurance for Directors for the compensation liabilities they assume for the scope of business execution during their tenure to minimize the spread the risks of Directors and the Company; the same may apply to material officers of the Company.

Article 14: The Board composes Directors, and a Chairman shall be elected by receiving the consent of more than half of the attending Directors on a meeting attended by over two-third of the Directors; the Chairman represent the Company to external parties.

Board meetings shall be convened at least once a quarter, and the meeting notice with reasons specified shall be provided to Directors seven days in advance; however, for any emergencies, Board meetings may be convened at any time. The meeting notice may be made by way of fax, e-mail and other methods.

Article 15: If the Chairman is on leave or is unable to exercise its functions due to other causes, its proxy shall make arrangements according to requirements under Article 208 of the Company Act.

If a Director is unable to attend in person, it may issue a proxy form with the reason for the meeting and the scope of authorization stated to engage another Director to attend the Board meeting on its behalf; however, only one Director may be engaged as a proxy of another Director.

Article 15-1: Except for otherwise stated in the Company Act, the resolutions of the Board shall receive the consent of more than half of the attending Directors at a meeting attended by more than half of the Directors.

Article 15-2: The Company has established its Audit Committee according to the requirements under Article 14-4 of the Securities and Exchange Act; the Committee composes all Independent Directors. The Audit Committee or its members are responsible for executing duties that shall be exercised by supervisors under the requirements of the Company Act, Securities and Exchange Act, and other laws and regulations.

Article 16: The Board is authorized to determine the remuneration of the Chairman and Directors, regardless of operating gains or losses of the Company, according to the level of participation in the Company's operations and the value of contributions with reference to the domestic and foreign standards within the industry.

43


Article 16-1: The Board may establish functional committees; the charters of functional committees shall be approved by the Board as a resolution. Functional committees are held responsible to the Board, and they shall submit all proposals to the Board for resolution.

Chapter 5 Managers

Article 17: The Company may have one President and one Executive Deputy President, who are appointed, removed and paid under Article 29 of the Company.

Article 18: (Deleted).

Chapter 6 Accounting

Article 19: The Board shall prepare the following statements and books at the end of each fiscal year and submit them to the annual shareholders’ meeting for ratification according to the law.

(I). Business report
(II). Financial statements
(III). Proposal for earning distribution or loss compensation

Article 20: The Company shall appropriate a profit in the year if any, provided that if the Company has accumulated losses, an amount shall first be reserved in advance from the profit to cover such losses.

(I) No more than 5% as the remuneration of Directors
(II) No more than 15% but not less than 3% as the remuneration of employees

At least 10% of the aforementioned amount of employee compensation shall be allocated as compensation to grassroots employees.

The remuneration of employees in the preceding paragraph may be distributed in shares or cash, and the payment targets may include employees who fulfill certain conditions set by the Board of controlling or subordinate companies.

Article 20-1: If there is a profit in the annual final accounting, the Company shall first make up for past losses and pay tax, and secondly, 10% of the remaining balance shall be set aside as statutory surplus reserve unless it amounts to total capital. In addition, depending on the Company's operational needs and laws and regulations, a special reserve may be set aside. If there is still undistributed earnings at the beginning of the same period, the board of directors shall draft an earnings distribution proposal and submit it to the shareholders' meeting for resolution.

Regarding the distribution in the preceding paragraph, the shareholders’ meeting may resolve to retain the entire or partial earnings as undistributed earnings for distribution in subsequent years.

The distribution of shareholders’ bonuses may be made by way of cash dividend or stock dividend, and the distribution ratio of the cash dividend shall be no less than 20%, in principle; however, the ratio of cash dividend or stock dividend for the earning distribution may be adjusted through the resolution by shareholders’ meeting based on the actual profits and capital status of the year.

Chapter 7 Supplementary


Article 21: Unaddressed matters in the Articles shall be subject to the requirements under the Company Act.

Article 22: The Articles were established on September 12, 1994.
The 1st amendment was made on June 24, 1995.
The 2nd amendment was made on August 3, 1998.
The 3rd amendment was made on March 6, 1999.
The 4th amendment was made on July 5, 1999.
The 5th amendment was made on February 3, 2000.
The 6th amendment was made on June 10, 2000.
The 7th amendment was made on June 9, 2001.
The 8th amendment was made on June 15, 2002.
The 9th amendment was made on June 7, 2003.
The 10th amendment was made on June 5, 2004.
The 11th amendment was made on June 20, 2006.
The 12th amendment was made on June 20, 2007.
The 13th amendment was made on October 18, 2007.
The 14th amendment was made on June 18, 2009.
The 15th amendment was made on June 25, 2010.
The 16th amendment was made on June 8, 2012.
The 17th amendment was made on July 5, 2013.
The 18th amendment was made on May 15, 2015.
The 19th amendment was made on May 31, 2016.
The 20th amendment was made on June 5, 2020.
The 21st amendment was made on July 5, 2021.
The 22st amendment was made on May 22, 2025.

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Exhibit (II)

TaiSol Electronics Co., Ltd.

Rules of Procedure for Shareholders' Meetings

  1. Establishment basis:
    1.1 To establish strong governance system and sound supervisory capabilities for the shareholders' meetings of the Company and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

  2. Regulatory basis:
    2.1 Except otherwise provided by laws, regulations, or the Articles, the rules of procedures for the shareholders' meetings of the Company shall be subject to the Rules.

  3. Convening of shareholders' meetings, meeting notice, and shareholders' proposals:
    3.1 Except for where otherwise stated in laws and regulations, shareholders' meetings of the Company shall be convened by the Board.
    3.2 Any changes in the convening method of the shareholders' meeting of the Company shall be resolved by the Board, and be made no later than the dispatch of the notice of the shareholders' meeting.
    3.3 The Company shall prepare electronic files of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, proposals for discussion, or the election or dismissal of Directors, and upload them to the Market Observation Post System (MOPS) 30 days before the annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting, respectively.
    3.4 The Company shall prepare electronic files of the shareholders' meeting manual and supplementary materials and upload them to the MOPS 21 days before the annual shareholders' meeting or 15 days before an extraordinary shareholders' meeting. If, however, the Company has a paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the shareholder register of the annual shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made 30 days before the annual shareholders meeting.
    3.5 In addition, 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting handbook and supplemental meeting materials and have made them available for review by shareholders at any time. The meeting handbook and supplemental materials shall also be displayed at the Company and the professional stock agent designated by the Company, and distributed at the site of the shareholders' meeting.
    3.6 The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic forms.
    3.7 Election or dismissal of Directors, amendments to the Articles of Incorporation, capital reduction, application for the approval of ceasing its status as a public company, approval for the release of non-competition restriction of Directors, capital increase from earnings, capital increase from reserves, the dissolution, merger, or division of the Company, or any matter under paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extempore motion.


Where re-election of all Directors, as well as their inauguration date, is stated in the notice of the reasons for convening the shareholders’ meeting after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.

3.8 A shareholder holding 1% or more of the total number of issued shares may submit a proposal to the Company for discussions at an annual shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder’s proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

3.9 Prior to the book closure date before the convening of an annual shareholders meeting, the Company shall publicly announce its acceptance of shareholder’s proposals, acceptance method in writing or through electronic means, and the location and the period for their submission; the period for submission of shareholder’s proposals may not be less than ten days.

3.10 A proposal submitted by a shareholder is 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 attend the annual shareholders’ meeting in person or by proxy and take part in discussions of the proposal.

3.11 Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and Notes shall be made by the Board at the shareholders’ meeting to be convened.

4 Engage proxies to attend shareholders’ meetings and authorization:

4.1 For each shareholders’ meeting, a shareholder may issue a proxy form, which is printed and distributed by the Company, and set out the scope of authorization to engage a proxy to attend the shareholders’ meeting on its behalf.

4.2 Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to the Company at least five days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy form.

4.3 Once a proxy form is received by the Company, if a shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company at least two days prior to the date of the shareholders’ meeting; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

5 Principles for the venue and time of shareholders’ meetings:

5.1 The venue for a shareholders’ meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.; full consideration shall be given to Independent Directors’ opinions with respect to the place and time of the meeting.

6 Preparation of documents such as the attendance book:

6.1 The Company shall specify in its shareholders’ meeting notices the time during which

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attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

6.2 The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences.

6.3 Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend to be presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

6.4 The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

6.5 The Company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors, pre-printed ballots shall also be furnished.

6.6 When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a corporation is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.

7 Chairperson and presenting person at shareholders' meetings:

7.1 If a shareholders' meeting is convened by the Board, the Chairman shall be the chairperson; if the Chairman is on leave or is unable to exercise its functions due to other causes, the Chairman shall appoint one Director to act on its behalf; if the Chairman has not appointed any proxy, Directors shall elect one person by and from among themselves to act on behalf of the Chairman.

7.2 The Director acting on behalf of the chairperson in the preceding paragraph shall be a Director who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall apply to a representative of a corporate Director that serves as the chairperson.

7.3 7.3 Shareholders meetings convened by the Board shall be chaired by the Chairman in person and attended by a majority of the Directors and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

7.4 If a shareholders' meeting is convened by a party with the power to convene but other than the Board, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves.

7.5 The Company may appoint its attorneys, CPAs, or related persons retained by it to present at shareholders' meetings.

8 Preservation of uninterrupted audio and video recording of shareholders' meetings as evidence:

8.1 The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

8.2 The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

9 Shares represented by shareholders attended in person or by proxy at shareholders' meetings and calling meetings to order:

9.1 Attendance at shareholders' meetings shall be calculated based on the number of shares. The number of shares represented by shareholders attending the meeting shall be calculated in

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accordance with the attendance book or attendance cards handed in, plus the number of shares exercising voting rights by correspondence or electronic means.

9.2 The chairperson shall call the meeting to order at the appointed meeting time and disclose information concerning the number of non-voting shares and the number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chairperson shall declare the meeting adjourned.

9.3 If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution, and another shareholders' meeting shall be convened within one month.

9.4 When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

10 Discussion of proposals:

10.1 If a shareholders' meeting is convened by the Board, the meeting agenda shall be set by the Board. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

10.2 If a shareholders' meeting is convened by a party with the power to convene but other than the Board, requirements in the preceding paragraph may apply.

10.3 The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution by the shareholders' meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, the other members of the Board shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures by agreement of a majority of the votes represented by the attending shareholders to continue the meeting.

10.4 The chairperson shall allow ample opportunity during the meeting for Notes and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chairperson considers that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

11 Shareholder speech:

11.1 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, its shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson.

11.2 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.

11.3 Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes; if the shareholder's speech violates the rules or exceeds the scope of the motion, the chairperson may have the shareholder stop the speech.

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11.4 Attending shareholders may not interfere with the speaking shareholders without the consent of the Chairman and the speaking shareholder. The Chairman will have shareholders violating this policy stopped.

11.5 When an institutional shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

11.6 After an attending shareholder has spoken, the chairperson may respond or direct relevant personnel to respond.

  1. Calculation of voting shares and recusal system:

12.1 Votes cast at shareholders’ meetings shall be calculated based on the number of shares.

12.2 The shares held by shareholders having no voting rights shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.

12.3 When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.

12.4 The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be counted toward the number of voting rights represented by attending shareholders.

12.5 Except for trust enterprises or stock agencies approved by the competent authority of securities, when a person acts as the proxy for two or more shareholders, the number of voting rights represented by it shall not exceed 3% of the total number of voting shares of the company; otherwise, the portion of excessive voting power shall not be counted.

  1. Voting, monitoring, and vote calculation methods:

13.1 Shareholders of the Company are entitled to one vote for each share held; however, this shall not apply to those restricted or with no voting rights as stated in paragraph 2, Article 179 of the Company Act. When the Company holds a shareholders’ meeting, it may adopt the exercise of voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting convening notice. A shareholder’s exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, it shall be deemed as a waiver of rights with respect to the extraordinary motions and amendments to the original proposals of the shareholders’ meeting. Therefore the Company shall attempt to avoid the submission of extempore motions and amendments to original proposals.

13.2 A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this shall not apply to a declaration made to cancel the earlier declaration of intent. In the case a shareholder who has exercised its voting power by correspondence or electronic means intends to attend the shareholders’ meeting in person, it shall serve a separate declaration of intention to rescind its previous declaration of intention made by exercising its voting rights under the preceding paragraph before two days prior to the meeting date of the scheduled shareholders’ meeting and in the same manner previously used to exercise its voting rights. In the absence of a timely rescission of the previous declaration of intention, the voting rights exercised by correspondence or electronic means shall prevail. If the shareholder exercises voting rights by correspondence or electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall

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prevail.

13.3 Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of the majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the number of votes for or against and the number of abstentions, shall be entered on the MOPS.

13.4 When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to the vote. When a proposal among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

13.5 Scrutineers and vote counting personnel for the voting on proposals shall be appointed by the chairperson, provided all scrutineers shall be shareholders of the Company.

13.6 Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the venue of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

14 Election:

14.1 The election of Directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of votes with which they were elected, and the names of Directors not elected and the number of votes they received.

14.2 The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

15 Meeting minutes and matters of execution:

15.1 Meeting minutes shall be prepared for resolutions made at shareholder's meetings. The minutes shall be signed and affixed with a seal by the chairperson and distributed to the shareholders within 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form.

15.2 The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of Directors. The minutes shall be retained for the duration of the existence of the Company.

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16 Public disclosure:

16.1 On the day of a 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.

16.2 If any resolutions by the shareholders' meeting are material information as stipulated by laws and regulations or Taiwan Stock Exchange Corporation, the Company shall upload the content to the MOPS within the prescribed period.

17 Maintenance of order at the meeting venue:

17.1 Staff handling administrative affairs of a shareholders' meeting shall wear an identification badge or an armband.

17.2 The chairperson may direct the proctors or security personnel to help maintain order at the meeting venue. When proctors or security personnel help maintain order at the meeting venue, they shall wear an identification badge or an armband, reading "Proctor."

17.3 At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairperson may prevent the shareholder from so doing.

17.4 When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructing the proceedings and refusing to heed calls to stop, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting.

18 Break, resumption of meetings, and adjournment:

18.1 When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

18.2 If the meeting venue is no longer available for continued use and not all the items (including extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.

18.3 A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

18.4 When the chairperson calls for an adjournment based on the meeting agenda, the shareholders' meeting is deemed ended. After the adjournment, shareholders may not otherwise elect a chairperson or seek another venue to resume the meeting.

19 Appendices:

19.1 The Rules were implemented on the publishing date after being approved by the shareholders' meeting.

20 History:

20.1 The Rules were established on June 15, 2002.

20.2 The 1st amendment was made on June 20, 2006.

20.3 The 2nd amendment was made on June 25, 2010.

20.4 The 3rd amendment was made on June 8, 2012.

20.5 The 4th amendment was made on June 5, 2020.

20.6 The 5th amendment was made on May 25, 2021.

20.7 The 6th amendment was made on May 30, 2023.

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Exhibit (III)

TaiSol Electronics Co., Ltd.

Procedure for Election of Directors

Article 1: Unless otherwise provided by laws or the Articles of Incorporation, directors of the Company shall be elected in accordance with the Procedure.

Article 2: The Company's directors are elected at the shareholders' meeting.

Article 3: The overall composition of the board of directors shall be considered in the election of directors. The board of directors shall be diversely composed, and an appropriate diversity policy shall be developed in terms of its own operations, business models and development needs. It is advisable to include but not limited to the following two aspects:

(I) Basic conditions and values: gender, age, nationality, and culture, among others.
(II) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Members of the Board of Directors shall generally possess the necessary knowledge, skills, and attributes required to fulfil their duties, and shall have the following abilities as a whole:

(I) The to make operational judgments.
(II) Accounting and financial analysis.
(III) Operation and management.
(IV) Crisis management.
(V) Knowledge of the industry.
(VI) Outlook on the international market.
(VII) Leadership.
(VIII) Decision-making.

More than half of the directors shall not be a spouse or a relative within the second degree of kinship.

The board of directors shall consider adjusting its composition based on the results of performance evaluation.

Article 4: Independent directors shall have such qualifications required under Articles 2, 3 and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

Independent directors shall be elected in line with Articles 5, 6, 7, 8 and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and Article 24 of the Corporate Governance Best-Practice Principles.

Article 5: Directors shall be elected from nominated candidates as required under Article 192-1 of the Company Act.

If the Board has fewer than five directors left after dismissal of any directors for any reason, the Company shall hold a by-election at the immediately next shareholders' meeting. However, if vacant directors represent one-third of the total number of all directors specified in the Articles of Incorporation, the Company shall convene an extraordinary general meeting for by-election within 60 days from the date of occurrence.

If the number of independent directors falls below that specified in Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting; when all independent directors are dismissed, a by-election shall be held within 60 days from the date of occurrence of the fact. A by-election will be held at an extraordinary meeting of shareholders.

Article 6: Directors are elected in disclosed ballots using the cumulative voting system. Each share has the same number of votes as the number of directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7: The number of votes required for independent directors and non-independent directors are counted respectively based on the number of directors determined by the Articles of


Incorporation. Those winning a larger number of votes will be elected in sequence. If two or more people have the same number of votes above the threshold, such persons shall be decided through drawing. Any of them absent will be represented by the chairperson on his or her behalf.

Article 8: The board of directors of the Company shall prepare the ballots for the directors in the number of the directors to be elected, specify the number of votes on the ballots, and distribute the ballots to the shareholders attending the meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 9: Before the election begins, the chair shall appoint the scrutineers and tally clerks who are shareholders to perform the respective duties.

Article 10: The ballot boxes shall be prepared by the Board of Directors and publicly checked by the scrutineers before voting commences.

Article 11: Voters shall indicate the name or account name of the candidate in column "Candidate" on the ballot. However, when the candidate is a government or institutional shareholder, the name of the government or institution shall be filled in the column for the account name of the candidate. The name of the government or institution and the name of its representative may also be filled in; if there are several representatives, the names of the representatives shall be filled in separately.

Article 12: A ballot is invalid under any of the following circumstances:

(I) The ballot was not prepared by a person with the right to convene.
(II) A blank ballot is placed in the ballot box.
(III) The handwriting on the ballot is blurred and illegible or has been altered.
(IV) The candidate whose name is entered in the ballot is not included in the list of director candidates.
(V) Other words or marks are entered in addition to the candidate's name or account name.
(VI) Two or more candidates are placed on the same ballot.

Article 13: The ballots shall be counted on site immediately after the end of voting, and the results, including the list of directors elected and the number of votes for them, shall be announced by the chair on the spot.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the materials of the meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

The board of directors will issue a notice of election to the elected directors.

Article 14: The Procedure, and any amendments hereto, shall become effective when approved by the Shareholders' Meeting.

Article 15: The Procedure was created on June 7, 2003.

The 1st amendment was made on June 20, 2007.

The 2nd amendment was made on May 15, 2015.

The 3rd amendment was made on July 5, 2021.

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Exhibit (IV)

TaiSol Electronics Co., Ltd. Shareholdings of Directors

I. The Company's paid-in capital is NT$879,081,410, and the total number of issued shares is 87,908,141 shares.
II. The minimum number of shares to be held by all directors is 7,032,651 shares.
III. As of the date of suspension of share transfer for the shareholders meeting (March 28, 2026), the Company's individual directors and all directors recorded in the shareholders' register held the following number of shares:

Title Name Number of shares held on the book closure date
Number of shares Shareholding (%)
Chairman Singatron Enterprise Co., Ltd. Representative: Peng, Peng-Huang 14,006,000 15.93
Director Singatron Enterprise Co., Ltd. Representative: Kan, Hsin-Nan 14,006,000 15.93
Director Singatron Enterprise Co., Ltd. Representative: Peng, Ying-Yuan 14,006,000 15.93
Director Hsieh, Chun-Shan 888,276 1.01
Independent Director Wang, Hwei-Min - -
Independent Director Wang, Sheng-Shun - -
Independent Director Chen, Li-Mei - -
Total of all Directors 14,894,276 16.94

Note: As of the book closure date for the shareholders' meeting, the aggregate shareholding of all directors of the Company totaled 14,894,276 shares, in compliance with the minimum shareholding requirement for directors.