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Tricorntech Corporation — Proxy Solicitation & Information Statement 2026
May 11, 2026
52657_rns_2026-05-11_e3a99b12-80e6-474f-8827-cde5f77bf471.pdf
Proxy Solicitation & Information Statement
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TRICORNTECH
Stock Code: 6909
TRICORNTECH CORPORATION
2026 Annual Shareholders’ Meeting Meeting Agenda
(Translation)
Time: 09:30AM, May 26, 2026
Place: No. 88, Minquan Rd., Banqiao Dist., New Taipei City, Taiwan (Rm C, Hilton Taipei Sinban)
Type of Meeting: Physical Meeting
This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.
TRICORNTECH CORPORATION
2026 Annual Shareholders’ Meeting
Meeting Agenda
Contents
- Meeting Procedure P.1
- Meeting Agenda P.2
I. Reported Items P.3
II. Ratification Items P.4
III. Discussion Items P.5
IV. Extemporary Motions P.5 - Attachment
I. 2025 Business Report P.6-10
II. 2025 Audit Committee Review Report P.11
III. Independent Auditors’ Report and 2025 Financial Statements P.12-20
IV. 2025 Earnings Distribution Table P.21
V. New Concurrent Positions of Directors and Representatives Subject to Non-Compete Lifting P.22 - Appendix
I. Articles of Incorporation P.23-27
II. Rules and Procedures of Shareholders Meeting P.28-36
III. Shareholdings of All Directors P.37
Page 1
TRICORNTECH CORPORATION
2026 Annual Shareholders’ Meeting
Meeting Procedure
Call the Meeting to Order
Chairman’s Address
Reported Items
Ratification Items
Discussion Items
Extemporary Motions
Meeting Adjourned
TRICORNTECH CORPORATION
2026 Annual Shareholders’ Meeting
Meeting Agenda
Time : 09:30AM, Tuesday, May 26, 2026
Place : 88, Minquan Rd., Banqiao Dist., New Taipei City, Taiwan (Rm C, Hilton Taipei Sinban)
Type of Meeting : Physical Meeting
- Call the Meeting to Order (Announce number of Shareholders present)
- Chairman’s Address
- Meeting Agenda
(1) Reported Items:
① 2025 Business Report
② 2025 Audit Committee Review Report
③ 2025 Distributable Compensation for Employees And Directors
④ 2025 Earnings Distribution: Cash Dividend Report
(2) Ratification Items:
① Acknowledgment of the 2025 Business Report and Financial Statements
② Acknowledgment of the 2025 Earnings Distribution
(3) Discussion Items:
① Discussion of lifting non-compete on directors and representatives.
- Extemporary Motions
- Meeting Adjourned
Page 2
Reported Items
- 2025 Business Report
Note: please refer to Attachment 1 on pages 6-10 of Agenda for 2025 Business report.
- 2025 Audit Committee Review Report
Note: please refer to Attachment 2 on page 11 of Agenda for 2025 Audit Committee Review Report.
- 2025 Distributable Compensation for Employees and Directors
Note: Tricorntech’s Board of Directors approved the 2025 distributable employee and director compensation on February 26, 2026. The distribution consists of NT$2,740,370 (3%) for director compensation and NT$8,221,109 (approx. 9%) for employee compensation. Of the total employee compensation, NT$3,455,787 (approx. 3.78%, or 42.04% of the employee compensation) is allocated to non-executive employees, and all payments will be distributed in cash.
- 2025 Earnings Distribution: Cash Dividend Report
Note:
(1) Tricorntech’s Board of Directors approved the resolution on February 26, 2026, to allocate NT$67,222,200 from the 2025 distributable earnings for cash dividends (NT$1 per share). The amount of cash dividend will be rounded down to the nearest dollar. The sum of fractional amounts will be recognized as "Other Income" of the Company. The Chairman is authorized to determine the ex-dividend date, the payment date, and other related matters.
(2) In the event of a change in the Company’s share capital that affects the number of outstanding shares and results in a necessary adjustment to the dividend payout rate, the Chairman is fully authorized to handle all such matters.
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Ratification Items
Proposal 1 (Proposed by the Board of Directors)
Subject: Acknowledgment of the 2025 Business Report and Financial Statements
Note:
(1) Tricorntech’s 2025 Business Report and Financial Statements have been approved by the Board of Directors on February 26, 2026 and audited by CPAs Sheng-Wei TENG and Yu-Fun YEN of PwC Taiwan.
(2) Please refer to Attachment 1 on pages 6-10 of Agenda for the 2025 Business Report and Attachment 3 on pages 12-20 of Agenda for the Independent Auditor’s Report and 2025 Financial Statements.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: Acknowledgment of the 2025 Earnings Distribution
Note:
(1) Tricorntech’s 2025 Earnings Distribution have been approved by the Board of Directors on February 26, 2026.
(2) Please refer to Attachment 4 on page 21 of Agenda for 2025 Earnings Distribution Table.
Resolution:
Page 4
Page 5
Discussion Items
Proposal 1 (Proposed by the Board of Directors)
Subject: Discussion of lifting non-compete on directors and representatives.
Note:
(1) According to Article 209 of the Company Act, a director who conducts activities for themselves or on behalf of others that fall within the scope of the Company’s business shall explain the essential contents of such activities to the shareholder’s meeting and obtain its approval.
(2) Provided that there is no prejudice to the interests of the Company, it is proposed that the shareholder’s meeting approve the lifting of non-compete restrictions for the Company’s directors and their representatives during their term of office for activities within the Company’s business scope.
(3) For the new concurrent positions of directors and representatives subject to non-compete lifting, please refer to Attachment 5 on page 22 of this Agenda.
Resolution:
Extemporary Motions
Meeting Adjourned
TRICORNTECH CORPORATION
【Attachment 1】
2025 Business Report
Dear shareholders,
I. Preface
TRICORNTECH (TWSE: 6909) was officially listed on the Taiwan Stock Exchange in 2025, marking the Company's formal entry into a new stage in the capital markets. With comprehensive upgrades to its governance framework and information disclosure systems, the Company now facilitates information disclosure in a timely, transparent, and consistent manner. This enhances investor's understanding of our operating performance, risk management, and strategic direction, thereby strengthening market trust, brand credibility, and partner confidence. The listing also provides greater flexibility in capital acquisition, talent recruitment, and strategic resource integration, laying a more solid foundation for continued advancement in R&D, capacity expansion, and global market development.
As the semiconductor industry continues to evolve toward advanced process technologies, standards for micro-environments cleanliness have become increasingly stringent. Process risk management has shifted from "sampling-based inspection" to "real-time, continuous, and traceable" routine control. In this context, AMC (Airborne Molecular Contamination) control has become a critical foundation for ensuring process stability and yield management, driving rapid growth in demand for related monitoring solutions.
Leveraging its core nanometer-level monitoring technologies, TRICORNTECH provides miniaturized, portable gas analyzers and system solutions equipped with laboratory-grade analytical capabilities. The Company focuses on continuous monitoring of semiconductor AMC and environment HAPs (Hazardous Air Pollutants), enabling customers to achieve real-time management in both process control and environmental safety governance. These solutions help reduce abnormal risks and enhance operational resilience.
Through the dual advancement of technology and market expansion, TRICORNTECH recorded total revenue of NT$551 million in 2025, representing an 11.08% increase compared to the previous year and setting a new historical high. This performance reflects TRICORNTECH's strong product competitiveness, solid customer trust, and effective market expansion. Looking ahead, TRICORNTECH will continue to strengthen its engagement with capital markets, expand its network of talent and strategic partners, and focus on technological innovation, AI-driven early warning systems, and international market development. The Company remains committed to steadily driving business growth and enhancing sustainable competitiveness, thereby creating long-term, high-quality corporate value for the shareholders.
II. Business Philosophy
At TRICORNTECH, the core value is rooted in commitment to "Achieving Customer Success," realized through collaborative innovation and the sharing of fruitful outcomes with our clients. While rooted in Taiwan, we embrace a global outlook, embodying a spirit of mutual growth and advancement alongside our customers. By continually striving to deepen our international footprint, we remain dedicated to enhancing long-term shareholder value through the following four pillars:
- Offering customers highly efficient and tailored products and services.
- Fostering a culture of continuous technological and application innovation.
- Sustaining a superior level of market competitiveness.
- Upholding green operations and ESG sustainability.
III. Report on 2025 Operating Results
Key operational performance achievements in 2025 include:
(I) Financial Performance
In 2025, total revenue was NT$551,018 thousand, with gross profit reaching NT$328,317 thousand, representing a gross margin of 60%. Operating profit amounted to NT$83,902 thousand, resulting in an operating margin of 16%. Compared to 2024, revenue grew by 11.08% and operating profit increased by 6.56%. The continuous optimization of operational efficiency and profit structure demonstrates TRICORNTECH's underlying competitive advantage in core markets and strong customer adoption
momentum.
In the semiconductor sector, TRICORNTECH has leveraged its extensive experience in AMC monitoring for facility environments to successfully expand into micro-environments and equipment-level monitoring. This strategic transition, driven by the increasing cleanliness requirements of advanced manufacturing processes, has effectively enhanced process quality and equipment reliability for our clients. In 2025, revenue from micro-environment and equipment-related services grew compared to 2024, serving as a primary catalyst for both revenue and profit growth. To sustain long-term competitive advantages, the Company continues to advance R&D and product line diversification, integrating intelligent technologies into our comprehensive solutions to capitalize on industry growth trends and expand customer penetration.
In the environmental sector, TRICORNTECH continues to focus on the demand for monitoring HAPs, adopting a market expansion strategy driven by regulatory compliance and policy alignment. While the annual execution progress of this segment is susceptible to the scheduling of government tenders and public works budgets, the Company has maintained its growth momentum by continuously enhancing product performance and project execution capabilities. By remaining agile in response to regulatory trends, TRICORNTECH has successfully strengthened its competitiveness in medium-to-long-term tenders, ensuring a steady accumulation of growth drivers for the future.
In summary, the financial performance for 2025 recorded a net income of NT$64,847 thousand, with a net profit margin of 13% and basic earnings per share (EPS) of NT$1.01. These overall results reflect TRICORNTECH's continuous efforts in deepening core semiconductor applications, optimizing product portfolios, and enhancing operational management, laying a more solid foundation for sustained future growth.
(II) Semiconductor Business
TRICORNTECH remains focused on advancing its proprietary AMC monitoring technology to meet the escalating demands driven by semiconductor process scaling and more stringent micro-environment cleanliness standards. As clients increasingly require higher monitoring density, real-time responsiveness, and precision, the Company leverages its integrated hardware and software solutions to provide 24/7 automated continuous monitoring systems. These systems offer traceable and manageable monitoring capabilities, assisting clients in strengthening process quality control and equipment reliability management. In 2025, TRICORNTECH achieved significant milestones in micro-environment and equipment-level applications. By deepening adoption among existing clients and expanding into new application fields, this sector has become a primary catalyst for the Company's steady growth. Looking ahead, the Company will continue to enhance its intelligent, comprehensive solution capabilities to broaden its serviceable addressable market and increase customer penetration, laying a sturdier foundation for mid-to-long-term operational growth.
(III) Environmental Business
Based on on-site HAPs monitoring technology accredited by the U.S. Environmental Protection Agency (U.S. EPA), TRICORNTECH provides authoritative environmental monitoring data and professional services. Our solutions have been adopted by key regulatory bodies, including Taiwan's Ministry of Environment, the South Coast Air Quality Management District (SCAQMD) in the United States, and the Ministry of Ecology and Environment in China, demonstrating the Company's technical expertise and service credibility in the international environmental monitoring field. In 2025, TRICORNTECH focused on high-reliability operations and professional maintenance support, ensuring the stable performance of diverse applications. These include the real-time toxic air pollutant monitoring network in Southern California, the Bay Area Air Quality Management District (BAAQMD), the California Department of Pesticide Regulation (CDPR), continuous pesticide monitoring, and landfill odor monitoring. Through these projects, the Company has accumulated extensive expertise in multi-site implementation and maintenance. Amid the global rise in ESG and environmental governance demands, TRICORNTECH will leverage its recognition from international benchmark agencies to further advance its intelligent products, continuous monitoring, and data governance capabilities. By extending its reach to a wider range of monitoring scenarios, the Company aims to steadily expand its global market presence and strategic partnership opportunities.
(IV) Research and Development Status
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- Semiconductor Process Control
In the semiconductor sector, TRICORNTECH’s R&D team focused on optimizing the performance of existing product lines and strengthening custom development capabilities throughout 2025. Building upon the foundational technologies established in 2024 including the FOUP microenvironment integrated monitoring solution and the MiTAP M3 for acid and base gas analysis the Company further refined system parameters and conducted rigorous calibrations tailored to diverse client process environments. These advancements have significantly enhanced equipment stability and measurement sensitivity, enabling precise monitoring of common semiconductor contaminants and empowering clients to enhance product competitiveness and value.
TRICORNTECH’s measurement capabilities have expanded from proprietary Volatile Organic Compounds (VOCs) detection to the analysis of AMC acid and base gases. This evolution not only elevates our technical specifications and completes our comprehensive AMC monitoring portfolio but also marks our successful expansion from facility-level monitoring into high-barrier microenvironments and equipment-level applications. Through high-precision, customized services, the Company provides critical support for yield enhancement, reinforcing TRICORNTECH’s technological leadership within the semiconductor supply chain.
- Environmental Air Monitoring
In the environmental monitoring sector, our 2025 R&D strategy focused on optimizing the practical application of monitoring technologies and enhancing data integration services. TRICORNTECH’s MiTAP series offers the strategic advantages of mobility, real-time response, and deployment flexibility. During the year, the Company conducted further optimizations and field-adaptability adjustments for its "Landfill Odor Monitoring" and "Continuous Pesticide Monitoring" systems, ensuring that field data maintains high correlation and consistency with laboratory standards.
Through continuous iterations of our existing systems, the R&D team has upgraded technical specifications and strengthened our capability to provide customized monitoring solutions for hazardous pollutants. These efforts allow TRICORNTECH to explore diverse application scenarios. Beyond assisting government and environmental agencies in establishing monitoring networks for public health, the high-quality data generated by the Company’s systems serves as a critical reference for the formulation of future environmental regulations.
IV. 2026 Business Plan Summary
(I) Strategic Business Directions
To capitalize on shifting industry trends and global economic dynamics, TRICORNTECH has established a comprehensive strategic framework. Our focus for 2026 is to solidify our market leadership while aggressively exploring high-growth opportunities through the following short- and long-term initiatives:
-
Short-term Strategic Priorities:
(1) Strengthen Existing Key Accounts and Horizontal Expansion.
(2) Develop New Applications for Existing Products.
(3) Establish Strategic Partnerships. -
Long-term Strategic Directions
(1) Market Introduction of New Products.
(2) Strengthen Global Supply Channels.
(3) New Product Development and Continuous Optimization.
(4) Drive Sustainable Development (ESG).
(II) Key Production and Marketing Policies
- Talent Acquisition and R&D Empowerment: Strengthen technology development and system integration through top-tier professional talent.
- Digital Manufacturing and Quality Optimization: Enhance yield rates and reliability while optimizing cost efficiency through digitization.
- Service Standardization and Customer Excellence: Standardize installation and acceptance protocols to ensure superior customer satisfaction.
- Value-Added Data Analytics Platforms: Develop tailored data platforms to meet client needs and enhance product strategic value.
- Global Channel Expansion and Responsive Support: Expand overseas sales channels to provide responsive, localized support and broaden our international customer base.
V. Future Development Strategies:
TRICORNTECH is dedicated to "Achieving Customer Success" as our core mission. Our business model centers on collaborative innovation and the delivery of customized solutions, providing the most cost-effective monitoring technologies and systems to meet evolving client needs.
(I) Research and Development:
We will continue to pioneer new technologies and applications by strengthening hardware-software co-design and platform integration. Our goal is to elevate our products from mere "monitoring" tools to comprehensive "management" systems. Beyond 24/7 automated continuous monitoring, we are integrating Digital Twins and AI-driven early warning systems to help clients proactively address issues, minimize downtime, and enhance process and environmental management efficiency. By leveraging platform-based and modular product lines, we provide integrated services-from data acquisition to decision support-creating scalable and replicable solutions.
(II) Business and Marketing:
While rooted in Taiwan, we maintain a global outlook. TRICORNTECH will continue to deepen Key Account Management and strengthen strategic partnerships while expanding our international distribution network. We are committed to refining our global marketing and technical implementation teams. Through industry exhibitions and the promotion of benchmark case studies, we aim to enhance brand visibility and drive the global adoption of our comprehensive solutions.
(III) Business Sustainability:
Upholding a corporate culture of continuous learning and excellence, we integrate sustainability goals with our core operational strategies. We continue to drive process re-engineering and digital transformation to optimize operational efficiency. Furthermore, we are implementing green energy and carbon reduction initiatives according to our roadmap, while strengthening corporate governance, regulatory compliance, and the quality of information disclosure. These efforts are designed to steadily enhance operational resilience and long-term corporate value.
VI. Impact of External Competitive, Regulatory Trends, and Macroeconomic Factors
Facing an increasingly competitive landscape, TRICORNTECH leverages its deep technical expertise and solid market foundation to steadily expand across global semiconductor hubs, including Taiwan, North America, China, Japan, and Southeast Asia. We have anchored close-knit partnerships with top-tier chipmakers and critical ecosystem partners. To meet the increasingly stringent AMC monitoring requirements of advanced process nodes, the Company continues to elevate product performance and service quality. By integrating proprietary R&D with extensive field experience, we reinforce our competitive moat through continuous innovation and high hardware-software integration, effectively increasing customer stickiness and solidifying our market leadership.
To address the evolving regulatory trends and requirements, including shifting global semiconductor policies, export controls, and supply chain security mandates, TRICORNTECH proactively strengthens its monitoring and risk assessment mechanisms. We devise strategic measures to ensure the seamless flow of component supply, cross-border collaboration, and delivery schedules. Concurrently, as environmental and occupational safety (EHS) regulations tighten worldwide, the Company advances green monitoring solutions that comply with international standards. By assisting clients in achieving their corporate sustainability goals, we successfully enhance our brand visibility and increase market penetration.
Regarding the macroeconomic environment, particularly the regionalization of the semiconductor supply chain and shifting geopolitical dynamics, TRICORNTECH responds flexibly by optimizing supplier management and backup systems to ensure operational continuity. To address international currency fluctuations and tariff policies—as a portion of our revenue is USD-denominated—the Company mitigates the impact on NTD-reported revenue and margins through optimized pricing strategies and disciplined currency hedging. These proactive financial measures effectively reduce external risks and ensure financial stability.
Despite the challenges of the global economic environment, TRICORNTECH's management team upholds a spirit of professional excellence and innovation, driving technological breakthroughs and
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deepening our international footprint. We are actively strengthening supply chain resilience to secure our leading position in the AMC monitoring market. By centering our strategy on technological leadership, global expansion, and industry collaboration, TRICORNTECH continues to create long-term, stable value for our shareholders and customers.
We extend our sincere gratitude to all shareholders for your trust and support in TRICORNTECH. We look forward to working closely with you as we build a prosperous and enduring future together.
Chairman: Leo WANG
President: Leo WANG
Accounting supervisor: Gisele LU
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TRICORNTECH CORPORATION
【Attachment II】
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and Proposal for Earnings Distribution. The Financial Statements have been audited by certified public accountants Sheng-Wei Teng and Yu-Fun Yen of PwC Taiwan, who issued an audit report accordingly.
We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and Proposal for Earnings Distribution and found no discrepancies. In accordance with the relevant provisions of the Securities and Exchange Act and the Company Act, we hereby submit this report for your review.
TRICORNTECH CORPORATION
Chairman of the Audit Committee: Liru YEH
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【Attachment III】
Independent Auditors' Report
Ref. No. (115) Cai-Shen-Bao-Zi No. 25004004
To the Board of Directors and Shareholders of Tricorntech Corporation:
Auditor's Opinion
We have audited the accompanying statements of financial position of Tricorntech Corporation as of December 31, 2025 and 2024; the related statements of comprehensive income, changes in equity, and cash flows for the periods from January 1 to December 31, 2025 and 2024; and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the above-mentioned financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations, as endorsed and promulgated by the Financial Supervisory Commission (FSC). These financial statements fairly present the financial position of Tricorntech Corporation as of December 31, 2025 and 2024, and the financial performance and cash flows for the periods from January 1 to December 31, 2025 and 2024.
Basis for Opinion
We have duly conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. The responsibilities of the attesting CPAs under these standards will be further explained in the auditor's responsibility section of the audit of the financial statements. We are independent of Tricorntech Corporation in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of Tricorntech Corporation for the year ended 2025. These matters were addressed in the context of our audit of the Company as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company's financial statements for the year ended 2025 are stated as follows:
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Key Audit Matter - Evaluating Inventory Valuation Impairment
Description
For details of the inventory valuation policy, please refer to Note IV (X) to the financial statements; for details of the accounting estimates and assumptions regarding inventory valuation, please refer to Note V to the parent company financial statements; and for details of the allowance for inventory impairment, please refer to Note VI (V) to the financial statements.
Tricorntech Corporation primarily engages in the manufacturing and sale of gas detection equipment. The Company maintains inventory reserves based on projected sales plans and material safety stock levels. Deviations between projected and actual sales plans may result in slow inventory turnover and potential obsolescence.
Inventory valuation at Tricorntech Corporation is performed using the lower of cost or net realizable value method, supplemented by an assessment of inventory aging to determine its value. Identifying individual obsolete inventory items often involves subjective judgment, resulting in estimation uncertainties. Therefore, we have identified the evaluation of inventory impairment as one of the most significant matters in this year's audit.
Corresponding Audit Procedures Undertaken
The principal audit procedures performed regarding the aforementioned key audit matters include:
- Obtaining the Company's inventory impairment provisioning policy and assessing the reasonableness of the assumptions made by management regarding net realizable value and inventory turnover, ensuring consistency throughout the financial reporting period.
- Assessing the appropriateness of the logic behind inventory net realizable value and aging reports, verifying the accuracy of information as of the reporting date and its consistency with the Company's policies.
- Understanding warehouse management processes, reviewing the annual inventory count plan, and participating in inventory observations to evaluate the effectiveness of management's identification and handling of obsolete inventory.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) as endorsed by the Financial
Supervisory Commission (FSC). This responsibility includes maintaining necessary internal controls relevant to the preparation of financial statements to ensure they 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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements in the financial statements can arise from either fraud or error, and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
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uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements (including relevant notes and disclosures), and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of Tricorntech Corporation for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Sheng-Wei Teng
Certified Public Accountant
Yu-Fun Yen
Financial Supervisory Commission
Approval No.: Jin-Guan-Zheng-Shen-Zi No. 1020013788
Jin-Guan-Zheng-Shen-Zi No. 1080323093
February 26, 2026
Tricorntech Corporation
Statement of Financial Position
December 31, 2025 and 2024
Unit: NTD thousands
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 348,226 | 28 | $ 426,580 | 42 |
| 1136 | Financial assets at amortized cost | 6(3) | 365,000 | 29 | 106,828 | 11 |
| 1140 | Contract assets - current | 6(16) | 240,543 | 19 | 170,210 | 17 |
| 1150 | Notes receivable, net | 6(4) | - | - | 8,172 | 1 |
| 1170 | Accounts receivable, net | 6(4) | 47,579 | 4 | 52,256 | 5 |
| 1200 | Other receivables | 1,239 | - | 995 | - | |
| 130X | Inventory | 6(5) | 121,314 | 10 | 105,438 | 10 |
| 1410 | Prepayments | 8,846 | 1 | 6,844 | 1 | |
| 11XX | Total current assets | 1,132,747 | 91 | 877,323 | 87 | |
| Non-current assets | ||||||
| 1600 | Property, plant and equipment | 6(6) | 34,254 | 3 | 28,121 | 3 |
| 1755 | Right-of-use assets | 6(7) | 17,701 | 1 | 10,350 | 1 |
| 1780 | Intangible assets | 6(8) | 29,075 | 2 | 36,175 | 4 |
| 1840 | Deferred income tax assets | 6(21) | 26,153 | 2 | 45,918 | 5 |
| 1920 | Refundable deposits | 7,611 | 1 | 5,561 | - | |
| 1990 | Other non-current assets - other | 175 | - | - | - | |
| 15XX | Total non-current assets | 114,969 | 9 | 126,125 | 13 | |
| 1XXX | Total assets | $ 1,247,716 | 100 | $ 1,003,448 | 100 |
(continued on next page)
The independent auditor's report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor's report and financial statements, the Chinese version shall prevail.
Tricorntech Corporation
Statement of Financial Position
December 31, 2025 and 2024
Unit: NTD thousands
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2120 | Financial liabilities measured at fair value through profit or loss - current | 6(2) | $ 49 | - | $ - | - |
| 2130 | Contract liabilities | 6(16) | 5,943 | - | 20,401 | 2 |
| 2170 | Accounts payable | 47,534 | 4 | 27,560 | 3 | |
| 2200 | Other payables | 6(9) | 94,335 | 7 | 85,763 | 8 |
| 2230 | Current income tax liabilities | 6(21) | - | - | 1,017 | - |
| 2250 | Liability reserves - current | 6(12) | 7,454 | 1 | 9,334 | 1 |
| 2280 | Lease liabilities - current | 6,965 | 1 | 9,759 | 1 | |
| 2399 | Other current liabilities - others | 785 | - | 824 | - | |
| 21XX | Total current liabilities | 163,065 | 13 | 154,658 | 15 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(21) | 399 | - | 4,444 | 1 |
| 2580 | Lease liabilities - non-current | 11,055 | 1 | 784 | - | |
| 25XX | Total non-current liabilities | 11,454 | 1 | 5,228 | 1 | |
| 2XXX | Total liabilities | 174,519 | 14 | 159,886 | 16 | |
| Equity | ||||||
| Share capital | 6(13) | |||||
| 3110 | Common stock capital | 672,222 | 54 | 610,640 | 61 | |
| Additional paid-in capital | 6(14) | |||||
| 3200 | Additional paid-in capital | 233,665 | 19 | 72,757 | 7 | |
| Retained earnings | 6(15) | |||||
| 3310 | Legal reserve | 26,672 | 2 | 17,340 | 2 | |
| 3350 | Undistributed earnings | 149,167 | 12 | 160,822 | 16 | |
| Other equity | ||||||
| 3400 | Other equity | ( 8,529) | ( 1) | ( 17,997) | ( 2) | |
| 3XXX | Total equity | 1,073,197 | 86 | 843,562 | 84 | |
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 1,247,716 | 100 | $ 1,003,448 | 100 |
The accompanying notes to the financial statements are an integral part of this financial statement.
Chairman: Leo WANG
Manager: Leo WANG
Accounting supervisor: Gisele LU
The independent auditor's report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor's report and financial statements, the Chinese version shall prevail.
Tricorntech Corporation
Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
Unit: NTD thousands
(Except earnings per share in NTD)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6(16) | $ 551,018 | 100 | $ 496,062 | 100 |
| 5000 | Operating cost | 6(5) | ( 222,701) | ( 40) | ( 190,690) | ( 38) |
| 5900 | Gross operating profit | 328,317 | 60 | 305,372 | 62 | |
| Operating expenses | 6(19) | |||||
| 6100 | Promotional expenses | ( 93,057) | ( 17) | ( 77,094) | ( 16) | |
| 6200 | Administrative expenses | ( 61,029) | ( 11) | ( 54,834) | ( 11) | |
| 6300 | Research and development expenses | ( 90,417) | ( 16) | ( 93,409) | ( 19) | |
| 6450 | Expected credit impairment gain (loss) | 12(2) | ||||
| 88 | - | ( 1,300) | - | |||
| 6000 | Total operating expenses | ( 244,415) | ( 44) | ( 226,637) | ( 46) | |
| 6900 | Operating profit | 83,902 | 16 | 78,735 | 16 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 8,509 | 2 | 6,760 | 1 | |
| 7010 | Other income | 91 | - | 931 | - | |
| 7020 | Other gains and losses | 6(17) | ( 11,760) | ( 2) | 13,643 | 3 |
| 7050 | Financial cost | 6(18) | ( 357) | - | ( 339) | - |
| 7000 | Total non-operating income and expenses | ( 3,517) | - | 20,995 | 4 | |
| 7900 | Profit before tax | 80,385 | 16 | 99,730 | 20 | |
| 7950 | Income tax expenses | 6(21) | ( 15,538) | ( 3) | ( 6,414) | ( 1) |
| 8200 | Profit for the period | $ 64,847 | 13 | $ 93,316 | 19 | |
| 8500 | Total comprehensive income for the period | $ 64,847 | 13 | $ 93,316 | 19 | |
| Earnings per share | 6(22) | |||||
| 9750 | Basic earnings per share | $ | 1.01 | $ | 1.55 | |
| 9850 | Diluted earnings per share | $ | 0.99 | $ | 1.53 |
The accompanying notes to the financial statements are an integral part of this financial statement.
Chairman: Leo WANG
Manager: Leo WANG
Accounting supervisor: Gisele LU
The independent auditor's report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor's report and financial statements, the Chinese version shall prevail.
Tricorntech Corporation
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NTD thousands
| Notes | Common stock capital | Additional paid-in capital | Retained earnings | Other equity – Unearned employee compensation | Total | ||
|---|---|---|---|---|---|---|---|
| Legal reserve | Undistributed earnings | ||||||
| 2024 | |||||||
| Balance as of January 1, 2024 | $ 602,347 | $ 55,295 | $ 8,028 | $ 125,006 | $ - | $ 790,676 | |
| Profit for the period | - | - | - | 93,316 | - | 93,316 | |
| Total comprehensive income for the period | - | - | - | 93,316 | - | 93,316 | |
| Compensation cost for employee stock options | 6(11) | - | 556 | - | - | - | 556 |
| Execution of employee stock options | 6(13) | 2,493 | 1,246 | - | - | - | 3,739 |
| Issuance of restricted employee shares | 6(13) | 6,000 | 16,200 | - | - | ( 22,200 ) | - |
| Cancellation of restricted employee shares due to employee resignation | ( 200 ) | ( 540 ) | - | - | 740 | - | |
| Compensation cost of restricted employee shares | 6(11) | - | - | - | - | 3,463 | 3,463 |
| Earning appropriation and distribution for 2023 | 6(15) | ||||||
| Appropriation of legal reserve | - | - | 9,312 | ( 9,312 ) | - | - | |
| Appropriation of cash dividends | - | - | - | ( 48,188 ) | - | ( 48,188 ) | |
| Balance as of December 31, 2024 | $ 610,640 | $ 72,757 | $ 17,340 | $ 160,822 | ($ 17,997 ) | $ 843,562 | |
| 2025 | |||||||
| Balance as of January 1, 2025 | $ 610,640 | $ 72,757 | $ 17,340 | $ 160,822 | ($ 17,997 ) | $ 843,562 | |
| Profit for the period | - | - | - | 64,847 | - | 64,847 | |
| Total comprehensive income for the period | - | - | - | 64,847 | - | 64,847 | |
| Compensation cost for employee stock options | 6(11) | - | 8,881 | - | - | - | 8,881 |
| Execution of employee stock options | 6(13) | 1,172 | 586 | - | - | - | 1,758 |
| Compensation cost of restricted employee shares | 6(11) | - | - | - | - | 8,062 | 8,062 |
| Cancellation of restricted employee shares due to employee resignation | 6(13) | ( 380 ) | ( 1,026 ) | - | - | 1,406 | - |
| Capital increase in cash | 6(13) | 60,790 | 152,102 | - | - | - | 212,892 |
| Return of employee trust shares upon invalidation | - | 365 | - | - | - | 365 | |
| Earning appropriation and distribution for 2024 | 6(15) | ||||||
| Appropriation of legal reserve | - | - | 9,332 | ( 9,332 ) | - | - | |
| Appropriation of cash dividends | - | - | - | ( 67,170 ) | - | ( 67,170 ) | |
| Balance as of December 31, 2025 | $ 672,222 | $ 233,665 | $ 26,672 | $ 149,167 | ($ 8,529 ) | $ 1,073,197 |
The accompanying notes to the financial statements are an integral part of this financial statement.
Chairman: Leo WANG
Manager: Leo WANG
Accounting supervisor: Gisele LU
The independent auditor's report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor's report and financial statements, the Chinese version shall prevail.
Tricorntech Corporation
Statement of Cash Flows
For the years ended December 31, 2025 and 2024
Unit: NTD thousands
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit (loss) before tax for the period | $ 80,385 | $ 99,730 | |
| Items for adjustment | |||
| Income and expenses | |||
| Depreciation expense | 6(6)(7)(19) | 22,777 | 22,438 |
| Amortization expense | 6(8)(19) | 10,845 | 10,740 |
| Expected credit loss (gain) | 12(2) | ( 88 ) | 1,300 |
| Interest expense | 6(18) | 357 | 339 |
| Interest income | ( 8,509 ) | ( 6,760 ) | |
| Share-based compensation expense amortization | 6(11) | 16,943 | 4,019 |
| Gain on disposal of property, plant and equipment | 6(17) | ( 48 ) | - |
| Reclassification of prepayment for equipment to expenses | 16 | - | |
| Gain on lease modification | 6(17) | ( 22 ) | - |
| Valuation adjustment for financial liabilities at fair value through profit or loss | 49 | - | |
| Changes in assets/liabilities related to operating activities | |||
| Net changes in assets related to operating activities | |||
| Contract assets | ( 70,333 ) | ( 70,495 ) | |
| Notes receivable, net | 8,172 | ( 7,641 ) | |
| Accounts receivable, net | 4,765 | 15,707 | |
| Other receivables | ( 867 ) | 404 | |
| Inventory | ( 22,053 ) | ( 7,809 ) | |
| Prepayments | ( 2,002 ) | ( 2,414 ) | |
| Net changes in liabilities related to operating activities | |||
| Contract liabilities - current | ( 14,458 ) | 5,891 | |
| Accounts payable | 19,974 | 19,312 | |
| Other payables | 8,582 | 21,545 | |
| Liability reserves - current | ( 1,880 ) | 2,497 | |
| Other current liabilities | ( 39 ) | 101 | |
| Cash inflow from operations | 52,566 | 108,904 | |
| Interest collected | 9,132 | 6,001 | |
| Interest paid | ( 357 ) | ( 339 ) | |
| Income tax paid | ( 835 ) | ( 530 ) | |
| Net cash inflow from operating activities | 60,506 | 114,036 | |
| Cash flow from investing activities | |||
| Disposal of property, plant and equipment | 103 | - | |
| Acquisition of financial assets at amortized cost | ( 784,040 ) | ( 106,828 ) | |
| Disposal of financial assets at amortized cost | 525,868 | 2,500 | |
| Acquisition of property, plant and equipment | 6(23) | ( 10,622 ) | ( 8,802 ) |
| Increase in refundable deposits | ( 3,074 ) | ( 345 ) | |
| Decrease in refundable deposits | 1,024 | 197 | |
| Acquisition of intangible assets | 6(8) | ( 3,745 ) | ( 1,095 ) |
| Other non-current assets - other increase | ( 175 ) | - | |
| Net cash outflow from investing activities | ( 274,661 ) | ( 114,373 ) | |
| Cash flow from financing activities | |||
| Repayment of long-term borrowings | 6(24) | - | ( 1,667 ) |
| Lease principal repayment | 6(24) | ( 12,044 ) | ( 10,610 ) |
| Distribution of shareholders' cash dividends | 6(15) | ( 67,170 ) | ( 48,188 ) |
| Capital increase in cash | 6(14) | 212,892 | - |
| Execution of employee stock options | 6(11) | 1,758 | 3,739 |
| Return of employee trust shares upon invalidation | 365 | - | |
| Net cash inflow (outflow) from financing activities | 135,801 | ( 56,726 ) | |
| Decrease in cash and cash equivalents | ( 78,354 ) | ( 57,063 ) | |
| Opening balance of cash and cash equivalents | 426,580 | 483,643 | |
| Closing balance of cash and cash equivalents | $ 348,226 | $ 426,580 |
The accompanying notes to the financial statements are an integral part of this financial statement.
Chairman: Leo WANG
Manager: Leo WANG
Accounting supervisor: Gisele LU
The independent auditor's report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditor's report and financial statements, the Chinese version shall prevail.
TRICORNTECH CORPORATION
【Attachment VI】
2025 Earnings Distribution Table
Unit: NTD
| Item | Amount |
|---|---|
| Beginning undistributed earnings | 84,320,445 |
| Add: 2025 Profit after tax | 64,846,373 |
| Minus: 10% Legal reserve | ( 6,484,637) |
| Distributable earnings | 142,682,181 |
| Distributable items: | |
| Shareholder’s dividends - cash dividends | ( 67,222,200) |
| (at NT$1 per share)(notes) | |
| Unappropriated retained earnings | 75,459,981 |
| (notes: An amount of NT$40,333,320 (NT$0.6 per share) will be prioritized for distribution from 2025 earnings; the remaining NT$26,888,880 (NT$0.4 per share) will be distributed from the earnings of previous years.) |
Chairman: Leo WANG
Manager: Leo WANG
Accounting supervisor: Gisele LU
Page 21
TRICORNTECH CORPORATION
【Attachment V】
New Concurrent Positions of Directors and Representatives Subject to Non-Compete Lifting
| Title | Name | Current Positions |
|---|---|---|
| Representative of Taiwania Capital Buffalo Fund Co., Ltd. | Nan-Chang CHIU | Director, TRON FUTURE TECH INC. (Representative, Taiwania Capital Buffalo VI Technology, L.P.) |
| Independent Director | Hu-Shih CHING | Independent Director, MITAC DIGITAL TECHNOLOGY CORPORATION. |
【Appendix I】
ARTICLES OF INCORPORATION OF TRICORNTECH CORPORATION
[Translation]
This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.
Section I - General Provisions
Article 1
The Corporation shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 創控科技股份有限公司, and Tricorntech Corporation in the English language.
Article 2
The scope of business of the Corporation shall be as follows:
- CB01030 Pollution Controlling Equipment Manufacturing.
- CE01010 General Instrument Manufacturing.
- F401010 International Trade.
- IG01010 Biotechnology Service.
- IG02010 Research and Development Service.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3
The Corporation shall have its head office in New Taipei City, Taiwan, Republic of China, and shall be free to set up branch offices at various locations within and without the territory of the Republic of China upon approval of the Board of Directors.
Article 4
Public announcements of the Corporation shall be made in accordance with the Company Act and other relevant rules and the regulations of the competent securities authority.
Article 4-1
The Corporation shall not be a shareholder of unlimited liability in another company or a partner of a partnership enterprise. When the Corporation becomes a shareholder of limited liability in other companies, the total amount of its investments in such other companies is not subject to the restriction of Article 13 of the Company Act of the Republic of China (hereinafter referred to as the "Company Act") that it shall not exceed 40 percent of the amount of its paid-up capital.
Article 4-2
The Corporation for operational or business requirements, may, in accordance with relevant regulations, engage in external endorsements / guarantees.
Section II - Shares
Article 5
The total capital stock of the Corporation shall be in the amount of NT 1,200,000,000, New Taiwan Dollars divided into 120,000,000 shares, at ten New Taiwan Dollars each. The board of directors is authorized to issue such unissued shares in installments. A total of 180,000,000 New Taiwan Dollars of the above total capital will be reserved for employee stock options for a total of 18,000,000 shares of stocks, which may be offer stock warrants, preferred shares with warrants or corporate bonds with warrants, and the board of directors is authorized to issue such shares in installments.
In accordance with Article 56-1 of "Regulations Governing the Offering and Issuance of Securities by Securities Issuers", to issue employee stock warrants that are not subject to the exercise price restriction set out in Article 53 of "Regulations Governing the Offering and Issuance of Securities by Securities Issuers", an issuer is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing one half of the total issued shares.
After the Corporation's stock is listed (over the counter), if it is transferred to employees at less than the average actual share repurchase price, the Corporation must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders
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representing one half of total issued shares, and must have listed the following matters in the notice of reasons for that shareholders meeting.
The corporation's legally repurchased shares are transferred to the target, the target is issued to the employee's stock option certificate, the target to issue new shares to purchase shares, and the target to issue new shares with restricted employee rights, all of which include employees of controlling or subordinate companies who meet certain conditions. The conditions and the way of purchasing is authorized to the board of directors to decide in accordance with laws and regulations.
Article 5-1
Shares issued by the Corporation are exempt from the printing of stock certificates, but should be registered with a centralized securities depository in accordance with the regulations of that institution.
Article 5-2
The handling of the Corporation stock affairs, unless otherwise provided by laws and securities regulations, shall be conducted in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".
Article 6
Ownership transfer of shares shall be suspended for 60 days prior to an annual general shareholders meeting, 30 days prior to an extraordinary general shareholders meeting, or 5 days prior to a record date when the Corporation is scheduled to pay dividends, bonuses or any other benefits.
Section III - Shareholders Meeting
Article 7
Shareholders meeting shall be of two types, namely general and extraordinary shareholders meeting; the former shall be convened once a year by the Board of Directors in accordance with laws within six months after the close of each accounting fiscal year and the latter shall be convened in accordance with the Company Act whenever necessary.
The convening and notification of ordinary shareholders' meetings and extraordinary shareholders' meetings shall be handled in accordance with relevant regulations. The notifications and announcements shall specify the reason for the convening, and the notification may be done electronically if the counterparty agrees. However, for shareholders holding less than 1,000 shares, the convening notice referred to in the preceding Paragraph may be made in the form of an announcement.
Article 7-1
Shareholders meetings of the Corporation may be held by video conference or other means announced by the competent authorities, and the conditions, operating procedures, and other matters shall be handled in accordance with the Regulations of the competent securities authority.
Article 8
In the event a shareholder is unable to attend a shareholders' meeting due to any reason, he/she may issue a proxy with a Shareholder Proxy Form issued by the Corporation. The proxy shall specify the authorized scope and be duly executed by signature or affixation of a seal. Shareholder proxy representation procedures shall be conducted in accordance with the "Rules Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent securities authority, unless otherwise stipulated by applicable laws and regulations.
Article 8-1
A shareholders meeting shall, unless otherwise provided for in the Company Act, be convened and chaired by the Board of Directors and shall be presided by the Chairman of the Board of Directors of the Corporation. In case the Chairman is on leave or otherwise cannot exercise his duty and authority for any reason, the Chairman shall appoint a director to act as his deputy; otherwise, the directors shall elect from among themselves a chairman to preside over the shareholders meeting. If a shareholders meeting is convened by a person other than the Board of Directors, the shareholders meeting shall be chaired by that convener. If there are two or more conveners for a shareholders meeting, one of them shall be elected to chair the meeting.
Article 9
Unless otherwise required by laws and regulations, each share holding by the shareholders shall have one vote.
When convening a shareholders' meeting, the Corporation shall include electronic means as one of the
Page 24
channels for exercising voting rights, and the procedures for its exercise shall be specified in the notice of the shareholders' meeting. Shareholder who exercise his/her voting rights electronically shall be regarded as being present in person. Electronic voting shall be conducted in compliance with the applicable laws and regulation.
Article 10
Unless otherwise provided in the Company Act shall be made at the meeting attended by shareholders holding and representing one half of the total number of issued and outstanding shares and at which meeting one half of the shareholders shall vote in favor of the resolution(s).
Article 11
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the Corporation within 20 days after the meeting. The distribution of the minutes of shareholders meeting may be made by means of public announcement or electronic means.
The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the Corporation. The attendance list bearing the signatures of shareholders present at the meeting and the proxies shall be kept by the Corporation 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 above documents shall be kept by the Corporation until the legal proceedings of the foregoing lawsuit have been concluded.
Section IV – Board of Directors and Audit Committee
Article 12
The Company shall have five (5) to thirteen (13) directors. Among the directors, the number of independent directors shall not be less than three (3) and shall not be less than one-third (1/3) of the total number of directors. Each director shall hold office for a term of three (3) years and shall be eligible for re-election.
The directors of the Corporation shall be elected with a candidate nomination system by shareholders' meeting from among those listed in the slate of director candidates. Procedures for the acceptance of director candidate nominations and related matters, including notifications, shall be conducted in accordance with the relevant statutory provisions of the Company Act and the Securities and Exchange Act. The independent and non-Independent Directors shall be elected at the same time, and the number of elected directors shall be calculated separately. The relevant professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to Independent Directors shall be conducted in accordance with the relevant regulations of the competent securities authority.
The aggregate shareholding percentage of all directors of the Corporation shall be managed in accordance with the regulations of the competent securities authority.
Article 12-1
The Corporation may set up other functional committees under the Board of Directors, with the numbers of members and their tenures and duties and powers to be spelled out in their respective organizational regulations.
Article 12-2
The Corporation shall establish an audit committee. The audit committee shall be composed of the entire number of independent directors, and shall not be fewer than three (3) persons in number, one (1) of whom shall be convener, and at least one (1) of whom shall have accounting or financial expertise. The duties and other compliance matters of the audit committee shall be handled in accordance with the Company Act, the Securities and Exchange Act and the relevant laws and regulations or the regulations of the Corporation.
Article 13
The Board of Directors shall be organized by Directors. The Chairman of the Board shall be elected by one half of directors present at a meeting attended by more than two thirds of directors. The Chairman of the Board shall internally be the Chairman of the meeting of shareholders, Board of Directors and managing directors' meeting and externally represent the Corporation.
Article 14
The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. In his absence, any one of the Directors shall be acting for him according to Article 208 of the Company Act. Directors of the board shall attend board meetings in person. If for any reason a director cannot attend a meeting, that director may issue a proxy form authorizing another director to act on behalf of the absent director. However, a director may act as the proxy of only one other director.
The meeting of the Board of Directors may be conducted via video conference. All Directors present at the meeting via video conference will be deemed present at the meeting in person.
Article 15
Unless otherwise provided by relevant laws and regulations, resolutions of the Board of Directors shall require the presence of a majority of the directors and shall be decided with the approval of a majority of the attending directors. A meeting of the Board of Directors shall, unless otherwise provided for in relevant laws and regulations, be convened by the Chairman of the Board of Directors. Notice, along with the description of the meeting, will be given to every director seven days in advance. However, in the case of emergency, the meeting of the Board of Directors may be convened at any time.
The notice can be given in written form, fax, or e-mail.
Article 16
The compensation of the directors of the Corporation is authorized by the Board of Directors to be granted in accordance with the degree of contributions made by the directors and in alignment with prevailing industry standards.
Article 16-1
The Corporation shall procure liability insurance for all directors who are legally responsible for compensation within the scope of their business execution during their term of office.
The Corporation may purchase liability insurance for the representatives assigned by the Corporation to serve as representatives, directors and supervisors of the reinvested corporation during their term of office in respect of their legally borne compensation liabilities within the scope of their business.
Section V – Managers
Article 17
The Corporation may have several managers, whose appointments, dismissal, and concurrent appointment as manager of another company, and remuneration shall be governed in accordance with Articles 29 and 32 of the Company Law.
Section VI – Accounting
Article 18
The Board of Directors shall after the end of each fiscal year (January 1st to December 31st) produce the following reports and statements and submit the same to the shareholders Meeting for ratification:
- Business report.
- Financial statement.
- Proposed stock dividend of profit distribution or loss make-up plan.
Article 19
The Corporation distribution of dividends and bonuses is based on the proportion of shares held by each shareholder. The Corporation shall not pay dividends or bonuses to shareholders when there are no earnings. After making the final settlement of account, the Corporation shall allocate the net profit (“earnings”), if any, according to the following sequence:
- Payment of taxes.
- Making up for loss in preceding years.
- Setting aside 10% for legal reserve, except for when accumulated legal reserve has reached the Corporation’s paid-in capital.
- Appropriating or reversing special reserve by government officials or other regulations.
- With the accumulated undistributed earnings of the previous year, allocate all or part of them as distributable earnings, and the board of directors shall prepare a surplus distribution plan based on the actual operating conditions. When issuing new shares, it shall be submitted to the shareholders’ meeting for resolution and distribute it.
Since the Corporation is in an industry in a growth phase, the dividend policy shall consider various factors,
Page 26
including the current and future investment environment, capital requirements, domestic and international competitive conditions, capital budgeting, and other pertinent factors. This policy aims to strike a balance between shareholders' interests and the Corporation's long-term financial objectives. Following an evaluation of financial, business, and operational considerations, the Corporation may distribute the entire amount of distributable profits for the year. Dividends may be distributed to shareholders in the form of cash or stock, with cash dividends not being less than 10% of the total dividends payable to shareholders. When the Corporation distributes dividends and bonuses or allocates the whole or a portion of the statutory surplus and capital surplus, in the form of cash, the Board of Directors is authorized to do so with the presence of more than two-thirds of the directors, and approval from a majority of the attending directors, and to report such distribution to the shareholders' meeting.
Article 19-1
If there is any profit for a specific fiscal year (i.e., profit before tax excluding the amount of employee compensation and director compensation), the Corporation shall allocate no less than 5% of the profit as employee compensation and no more than 3% of the profit as director compensation. However, if the Corporation still has accumulated losses, it shall first reserve the amount to cover the losses.
From the employee compensation, no less than 25% shall be allocated to non-executive employees.
Director compensation shall be distributed in cash only.
Employee and director compensation shall be decided by a resolution of the Board of Directors with at least two-thirds of the directors present, and approval from a majority of the attending directors, and reported to the shareholder's meeting.
Article 20
In regard to all matters not provided for in these Articles of Incorporation, the Company Act and applicable statutory regulations shall govern.
Article 21
These Articles of Incorporation were established on December 16, 2009. The 1st amendment was made on June 27, 2011; the 2nd amendment on May 14, 2012; the 3rd amendment on November 27, 2012; the 4th amendment on March 29, 2013; the 5th amendment on March 29, 2013; the 6th amendment on June 25, 2014; the 7th amendment on June 25, 2015; the 8th amendment on June 20, 2016; the 9th amendment on June 20, 2017; the 10th amendment on June 28, 2019; the 11th amendment on April 26, 2022; the 12th amendment on September 12, 2022; the 13th amendment on May 29, 2023; and the 14th amendment on May 28, 2025.
Page 27
TRICORNTECH CORPORATION
【Appendix II】
RULES AND PROCEDURES OF SHAREHOLDERS MEETING
[Translation]
This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.
Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, 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.
Article 2
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Unless otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, the corporation intending to convene a shareholders' meeting via video conferencing must explicitly include provisions for such meetings in its Articles of Incorporation and obtain a resolution from its board of directors. Additionally, the convening of a virtual shareholder's meeting shall require a resolution adopted by a majority of the directors present at a Board of Directors meeting attended by at least two-thirds of the directors.
Changes to the convening method of this Corporation shareholders meeting shall be resolved by the board of directors, and shall be made no later than the mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the subject matter and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of a regular shareholders meeting or at least 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS at least 21 days before the date of the regular shareholders meeting or at least 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$2 billion or more as of the last day of the most current fiscal year, or the total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the regular shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholder's meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent engaged thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185,
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paragraph 1 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 extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular 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. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. 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.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4
For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 (Principles determining the time and place of a shareholders meeting)
The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 6 (Preparation of documents such as the attendance book)
This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding
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paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1(Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of "the Regulations Governing the Administration of Shareholder Services of Public Companies", it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
Article 7 (The chair and non-voting participants of a shareholders meeting)
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise
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the powers of the chairperson, the chairperson shall appoint one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the corporation. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by more than half 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. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8 (Documentation of a shareholders meeting by audio or video)
This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9
Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
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Article 10
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12 (Calculation of voting shares and recusal system)
Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by
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the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the
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original proposals or exercise voting rights on amendments to the original proposal.
Article 14
The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16 (Public disclosure)
On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintaining order at the meeting place)
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the
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proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 (Location of the chair and secretary of virtual-only shareholders meeting)
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21 (Handling of disconnection)
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the
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requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22 (Handling of digital divide)
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of "the Regulations Governing the Administration of Shareholder Services of Public Companies", it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
Article 23
These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
Article 24
These Rules of Procedure were adopted by the shareholders Meeting on 20 June, 2016. The first amended at the shareholders meeting on 20 June, 2017; the second amended at the shareholders meeting on 12 September, 2022. The third amended at the shareholders meeting on 27 May, 2024.
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TRICORNTECH CORPORATION
【Appendix III】
Shareholdings of All Directors
(As of the book closure dated March 28, 2026 of the 2026 Annual Shareholder’s Meeting, the shareholdings of directors recorded in the shareholder register)
| Title | Name | Current Shareholding (Shares) |
|---|---|---|
| Chairman | Leo WANG | 2,263,796 |
| Director | Taiwania Capital Buffalo Fund Co., Ltd. | 3,292,005 |
| Director | Bill LIN | 688,334 |
| Director | Zhi-Cheng HONG | 1,577,279 |
| Director | Jui-Cheng LO | 302,275 |
| Independent Director | Yih-Cheng SHIH | 0 |
| Independent Director | Chuen-Yun LIAO | 0 |
| Independent Director | Liru YEH | 0 |
| Independent Director | Hu-Shih CHING | 0 |
Total
8,123,689
Note:
- Total shares issued by the corporation is 67,222,200 shares.
- In accordance with the Regulations on the Percentage of Shareholding by Directors and Supervisors of Publicly Traded Companies and the Implementation of Auditing, all directors are required to hold a minimum of 5,377,776 shares.
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