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TEWC — AGM Information 2026
May 29, 2026
51887_rns_2026-05-30_21d9bbf3-177a-4f3e-ac27-a1958cc34ee4.pdf
AGM Information
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Stock Code:1623
TEWC 大東電業
TA TUN ELECTRIC
2026 Annual Shareholders' Meeting Handbook
Time: 9:00 a.m., Wednesday, June 17, 2026
Venue: 101 Conference Room, Aspire Resort, No. 428, Kewang Rd., Longtan Dist., Taoyuan City 325016, Taiwan.
Type of meeting: physical
Table of Contents
Meeting Procedures and Agenda ... 1
Report Matters ... 2
Ratification Matters ... 3
Discussion Matters ... 4
Other Matters ... 5
Extempore Motions ... 5
Attachment
I. Business Report ... 6
II. Audit Committee's Review Report ... 11
III. Procedures for Ethical Management and Guidelines for Conduct ... 12
IV. Auditors' Report and Financial Statements ... 20
V. Earnings Distribution Table ... 29
VI. Comparison Table for Amendments to the "Articles of Incorporation" ... 30
VII. Comparison Table for Amendments to the "Rules of Procedure for Shareholders' Meetings" ... 36
VIII. Comparison Table for Amendments to the "Procedures for Acquisition or Disposal of Assets" ... 39
IX. Concurrent Positions Held by Directors ... 42
Appendix
I. Rules of Procedure for Shareholders' Meetings ... 43
II. Articles of Incorporation ... 53
III. Shareholding of Directors ... 59
Ta Tun Electric Wire & Cable Co., Ltd.
2026 Annual General Meeting Procedure and Agenda
Time: 9:00 AM, Wednesday, June 17, 2026
Location: No. 428, Kewang Road, Longtan District, Taoyuan City
(Conference Room 101, Aspire Resort)
Type of meeting: Physical
I. Call the Meeting to order
II. Chairperson's Remarks
III. Report Matters
(I) 2025 Business Report.
(II) Audit Committee's Review Report on the 2025 Financial Statements.
(III) Distribution of remuneration to employees and directors for 2025.
(IV) Distribution of cash dividends from earnings for 2025.
(V) Procedures for Ethical Management and Guidelines for Conduct.
IV. Ratification Matters
(I) 2025 Business Report and financial statements.
(II) Distribution of 2025 earnings.
V. Discussion Matters
(I) Amendment to the Articles of Incorporation.
(II) Amendments to the Rules of Procedure for Shareholders' Meetings.
(III) Amendments to the Procedures for Acquisition or Disposal of Assets.
VI. Other Matters
(I) Release of Non-Compete Restrictions on Directors.
VII. Extempore Motions
VIII. Adjournment
Report Matters
I. 2025 Business Report
Please refer to pages 6-10 of Attachment 1 for the 2025 Business Report.
II. Audit Committee's Review Report on the 2025 Financial Statements.
Please refer to page 11 of Attachment 2 for the Audit Committee’s Review Report on the 2025 Financial Statements.
III. Distribution of remuneration to employees and directors for 2025.
(I) Remuneration to employees and directors would be distributed according to Article 27 of the Articles of Incorporation.
(II) Remuneration to employees and directors for 2025 has been approved by the Remuneration Committee and resolved by the Board of Directors, including NT$13,000,000 to employees and NT$6,000,000 to directors, both to be paid in cash, with no difference between these amounts and the recognized expenses.
IV. Distribution of cash dividends from earnings for 2025.
(I) Cash dividends from earnings for 2025 would be distributed in accordance with the Company Act and the Articles of Incorporation.
(II) At the first Board of Directors meeting held on March 9, 2026, it was resolved that NT$8 per share of the distributable earnings accrued in 2025 would be paid out as cash dividends to shareholders, totaling NT$528,000,000. Cash dividends are calculated to the nearest dollar based on the distribution ratio, with any fractional amounts less than NT$1 credited to other income.
(III) Such cash dividends were distributed on April 15, 2026.
V. Procedures for Ethical Management and Guidelines for Conduct.
(I) To implement ethical management policies and proactively prevent any dishonest behavior, ethical management operating procedures and a code of conduct have been established in accordance with the Procedures for Ethical Management and Guidelines for Conduct and applicable laws and regulations. Please refer to pages 12-19 of Attachment 3.
Ratification Matters
Proposal 1: By the Board of Directors
Subject: 2025 Business Report and financial statements, submitted for approval.
Explanation:
I. Please refer to pages 20-28 of Attachment 4 for the business report and financial statements.
II. The Financial Statements were approved by the Board of Directors at its 1st meeting and attested by CPAs on March 9, 2026, is now submitted, together with the Business Report, to the Audit Committee for audit.
Resolution:
Proposal 2: By the Board of Directors
Subject: Approval of the 2025 earnings distribution proposal.
Explanation:
I. Please refer to page 29 of Attachment 5 for the 2025 earnings distribution table.
II. This proposal was approved at the first meeting of the Board of Directors on March 9, 2026, and has been reviewed by the Audit Committee.
Resolution:
Discussion Matters
Proposal 1: By the Board of Directors
Subject: Amendments to the Articles of Incorporation, submitted for discussion.
Explanation: The Articles of Incorporation have been amended in accordance with company planning and applicable laws and regulations. Please refer to pages 30-35 of Attachment 6 for a comparison of the revised provisions.
Resolution:
Proposal 2: By the Board of Directors
Subject: Amendments to the Rules of Procedure for Shareholders' Meetings, submitted for discussion.
Explanation: To comply with amendments to the Rules of Procedure for Shareholders' Meetings, please refer to Attachment 7, pages 36-38, for a comparison table for amended articles.
Resolution:
Proposal 3: By the Board of Directors
Subject: Amendments to the Procedures for Acquisition or Disposal of Assets, submitted for discussion.
Explanation: To comply with amendments to the Procedure for Acquisition or Disposal of Assets, please refer to pages 39-41 of Attachment 8 for a comparison table for amended articles.
Resolution:
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Other Matters
Proposal 1: By the Board of Directors
Subject: Release of Non-Compete Restrictions on Directors.
Explanation:
I. In accordance with Article 209 of the Company Act, a director who acts for themselves or on behalf of another party in a matter within the scope of the Company's business activities must disclose the key details of such an act to the shareholders' meeting for approval.
II. To leverage the expertise and experience of directors in fulfilling various business objectives, and without prejudicing the Company's interests, we hereby propose to the shareholders' meeting for approval the removal of the non-compete restrictions on directors, as permitted by law.
III. Please refer to page 42 of Attachment 9 for details regarding the directors' concurrent positions.
Resolution:
Extempore Motions
Meeting Adjourned.
Attachment I
Ta Tun Electric Wire & Cable Co., Ltd.
2025 Business Report
(I) Contents of the business report:
Founded in 1949 and officially incorporated in 1962, Ta Tun has a legacy spanning over 60 years. Since its inception, we have focused on its core activities, namely the power cable industry. We are proud to be one of only four suppliers in Taiwan certified to provide 345kV ultra-high voltage cables to Taipower, and serves as the behind-the-scene operator of electricity consumed by all industries. From power generation and storage to transmission and consumption, our cables serve as the invisible backbone for all industrial power systems. By upholding the spirit of Ta Tun, i.e. flexibility, sustainability, specialization and passion, the Company is committed to a continuous and reliable power supply and a sustainable future.
2025 was a banner year for Ta Tun Electric Wire & Cable Co., Ltd., with revenue reaching a new record high in recent years. Driven by Taipower's resilient grid plan and the continued expansion of the semiconductor and Al industries, demand for power cables for large-scale Al data centers is expected to increase significantly, and the Company's revenue is expected to continue growing. Following the amendments and liberalization of Taiwan's Electricity Act, our customer base has become more diversified as the energy and power industry chain is gradually taking shape. Ta Tun Electric Wire & Cable Co., Ltd. is poised to enter a new energy market and the international energy sector. Following our official listing on TWSE in January 2026, the Company is ready to embrace a new era of opportunities and challenges.
As a member of the power industry, Ta Tun Electric Wire & Cable Co., Ltd. is committed to energy conservation, carbon reduction, and ESG sustainable management. From 2020 onwards, it has successively implemented ISO14001 environmental management system, ISO50001 energy management system, and ISO14064-1 greenhouse gas inventory. In 2024, it also implemented the TCFD framework (Task Force on Climate-related Financial Disclosures, TCFD), and has issued the ESG report annually since 2022. In 2024 and 2025, it won the TCSA Taiwan Enterprise Sustainability Award-Silver Award in the Traditional Manufacturing Industry Category 2, and Bronze Award in the Traditional Manufacturing Industry Category 1, respectively.
In August 2024, Ta Tun Electric Wire & Cable Co., Ltd. invited 10 supply chain vendors to jointly participate in the Ministry of Economic Affairs' "Large-to-Small Manufacturing Industry Low-Carbon and Intelligent Upgrade and Transformation Subsidy" program (hereinafter referred to as the Large-to-Small program). Based on the improvement recommendations from each vendor's diagnostic report, a supply chain carbon reduction plan was jointly formulated. Ta Tun Electric Wire & Cable Co., Ltd. has led its supply chain system to promote energy conservation and carbon reduction, set continuous carbon reduction goals for the supply chain, and the plan was reviewed and approved at the end of 2025. All parties involved are now working together to achieve net-zero carbon emissions for the planet.
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(II) Operating results for 2025 and 2024:
- The net revenue for 2025 was NT$6,607,040 thousand, an increase by NT$1,124,051 thousand or 20.50% from 2024.
- The gross profit for 2025 was NT$1,232,790 thousand, an increase by NT$242,547 thousand from 2024.
- The net profit for 2025 was NT$1,000,947 thousand, an increase of NT$159,005 thousand from 2024.
- The net profit after tax for 2025 was NT$816,874 thousand, an increase by NT$83,867 thousand from 2024.
- The earnings per share for 2025 was NT$13.61 in 2025, an increase by NT$1.03 from NT$12.58 in 2024.
(IV) Financial ratios for 2025:
Financial ratio
| Item | Ratio | |
|---|---|---|
| Return on assets | 13.02% | |
| Return on shareholders' equity | 29.87% | |
| As a percentage of paid-in capital | Operating income | 166.82% |
| Profit before tax | 168.27% | |
| Profit margin | 12.36% | |
| Earnings per share | $13.61 |
(V) Research and development
The Company actively responds to the government's 2050 net-zero emission policy by focusing on the development of key technologies for green energy and electric vehicles. In the future, we will actively invest in innovative research and development of energy storage cables and high-voltage DC cables, while promoting the popularization of charging pile products, to help upgrade Taiwan's new energy infrastructure. In 2025, we completed the development of products including eco-friendly Hypalon cables and energy storage solutions.
We continue to invest in the development of charging pile cables and high-voltage DC (land-based) power transmission cables. In addition, the Company is also committed to waste recycling and a circular economy to achieve low-carbon emissions and drive sustainable development. In the future, the Company will deepen and strengthen cooperation with the government to jointly advance energy independence and environmental goals, and help Taiwan become a core hub for the international green energy industry.
Further, below is a brief overview of our products currently under active development:
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Charging pile cable: The product features high resistance to high and low temperatures, oil, acids, and alkalis, wear, and compression, as well as high flame retardancy, and is UL 2263 certified.
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High-voltage DC (land) power transmission cable: The Company's newly developed XLPE material offers higher purity and lower resistance, making it suitable for long-distance transmission with low loss rates and minimal distance effect. It also exhibits lower electromagnetic radiation, presenting a viable alternative for high-voltage power transmission.
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Liquid-cooling cables: The Company is proactively developing liquid-cooling cables for Al server cabinet liquid-cooling systems as a key technology for entering the high-power Al cooling market. Highly conductive and compression-resistant rubber is used for the cooling tubes, and a coolant with excellent compatibility with system heat dissipation components, as well as corrosion and chemical stability, is employed to meet the industry demands for "high reliability, long lifespan, and high safety" in Al data center key power and cooling assemblies.
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The Company's development strategy is multifaceted, driven by market requirements and technological advancements.
1. Technological innovation and advancement
(1) R&D of new products: As the world transitions to new energy sources and technology advances, developing new eco-friendly, smart, and high-performance cable products is critical. Examples include: HVDC power cables, environmentally friendly cables, charging pile cables, etc.
(2) Digital transformation: Leveraging technologies such as the Internet of Things (IoT), artificial intelligence (AI), and big data to enhance the management and production efficiency of cable products, enabling intelligent monitoring and maintenance.
2. Expand market share and enhance capabilities.
(1) Actively promoting national development: Strong investment continues to flow into projects like Taipower's power grid resilience plan, spurred by returning Taiwanese businesses and the growth of AI development and related construction needs.
(2) Production equipment upgrade: Installation of new CDCC machines and related upgrades to improve production efficiency.
3. Sustainable development and green energy
(1) Support new energy sources: With growing global attention to sustainable development, the Company may invest in the production of cables to support wind, solar, and other renewable energy sources.
(2) Environmental protection and recycling: Promote green manufacturing, select eco-friendly materials, and increase product recycling rates to mitigate negative impacts on the environment.
4. Optimize supply chain management
(1) Smart production: Integrate manufacturing equipment and utilize smart boxes and SCADA systems for real-time equipment monitoring and production data collection to improve production efficiency and capacity and also enhance competitiveness.
(2) Establish a strong collaborative network: Enhance overall competitiveness by building stable partnerships with distributors and customers.
(VI) Future development outlook:
Ta Tun Electric Wire & Cable Co., Ltd. upholds its corporate mission emphasizing "Creating maximum value for customers, employees, and shareholders through innovative and stable power turnkey project capacity and a high-quality product portfolio. With the rapid development of AI-related industries and the resulting surge in power demand, the Company's operations are gaining strong momentum. We will continue to deepen research and development in advanced technologies and develop power-related products for innovative industries, offering high value-added solutions. We will also view the growing demand for AI power as a key driver of our operational growth. We are also internally launching initiatives to leverage AI for increased productivity, efficiency, and quality. All of this will be done with a focus on environmental sustainability, further highlighting the importance of our electric energy products.
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Ta Tun Electric Wire & Cable Co., Ltd. will devote more resources to research and development, leveraging its technological strength to build a complete, efficient, and durable product portfolio to meet the demands of the market and the explosive growth of the AI industry.
In terms of corporate governance, Ta Tun Electric Wire & Cable Co., Ltd. has established the "Sustainable Development Committee" under its Board of Directors to oversee the Company's compliance with relevant domestic and international laws and regulations. The management team will also continue to monitor policy and regulatory changes that may affect the Company's financial and operational performance, and conduct systematic reviews and improvements on issues including corporate governance, environmental concerns in operations and production, and social issues related to all stakeholders. Our goal is to maximize resource utilization and lower our carbon footprint. We can contribute to a sustainable future through a circular economy, while fostering an excellent work environment and becoming the most reliable partner to our customers, consumers, suppliers, and employees, and creating optimal value for customers, shareholders, and employees.
Chairman: Lin, Chih - Ming
General Manager: Yang, Bo - Wen
Chief Accountant: Su, Yun Ruei
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Attachment II
Audit Committee's Review Report
The Board of Directors has prepared the 2025 Business Report and Financial Statements. The financial statements have been audited by the accounting firm of KPMG, represented by CPAs Yu, Sheng-He and Lo, Ruei-Chi, who have issued an auditors' report. Such Business Report and Financial Statements have been reviewed by the Audit Committee, which found no discrepancies. Accordingly, we submit this report in accordance with Article 14-5 of the Securities and Exchange Act and Article 219 of the Company Act for your approval.
Respectfully submitted to
The Company's 2025 Annual Shareholders' Meeting
Ta Tun Electric Wire & Cable Co., Ltd.
Convener of the Audit Committee: Chen, Yung-Yen
March 9, 2026
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Ta Tun Electric Wire & Cable Co., Ltd.
Attachment III
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 1/8 | ||
| Article I (Purpose and Scope) | ||||
| The Company engages in commercial activities based on the principles of fairness, integrity, trustworthiness, and transparency. To implement the ethical management policy and proactively prevent unethical conduct, the Company has established these procedures and guidelines in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and applicable laws and regulations of the jurisdictions where the Company and its affiliates and organizations operate. These procedures and guidelines specifically outline the matters the Company's personnel shall observe when performing their duties. | ||||
| The scope of these Procedures and Guidelines applies to the Company's subsidiaries, foundations receiving direct or indirect financial contributions totaling more than 50% from the Company, and other organizations or entities under substantial control. | ||||
| Article II: (Scope of Application) | ||||
| For the purposes hereof, the Company's personnel shall include directors, managers, employees, agents, and individuals with substantial control over the Company and its affiliated group companies and organizations. | ||||
| If any improper benefits are offered to, promised to, requested from, or accepted by any third party for the benefit of the Company's personnel, such acts will be attributed to the Company's personnel. | ||||
| Article III: (Unethical Conduct) | ||||
| For the purposes hereof, “unethical conduct” shall mean any personnel of the Company who, in the course of their duties, directly or indirectly offers, promises, requests, or receives any undue benefit, or engages in any other act that violates integrity, is unlawful, or breaches a fiduciary duty in order to obtain or retain a benefit. The targets of such acts shall include public officials, political candidates, political parties, or party officials, as well as any public or private enterprises or organizations and their directors, supervisors, managers, employees, individuals with substantial control, or other stakeholders. | ||||
| Article IV (Nature of Interests) | ||||
| For the purposes hereof, benefits shall include money, gifts, gratuities, commissions, positions, services, favors, kickbacks, facilitation payments, hospitality, entertainment, and any other item of value, regardless of form or designation. |
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Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 2/8 |
Article V (Dedicated Unit and Responsibilities)
The Company has established a dedicated unit under the Board of Directors, equipped with sufficient resources and qualified personnel to manage the revision, implementation, interpretation, consultation, and record-keeping of notifications related to this operating procedure and code of conduct, as well as to supervise its execution. The unit's primary responsibilities are outlined below, and it must report to the Board of Directors at least annually.
- Assisting in integrating integrity and ethical values into the Company's business strategies, and establishing relevant anti-corruption and compliance measures in accordance with the applicable laws and regulations to ensure ethical conduct.
- Regularly analyze and assess the risk of unethical conduct within the scope of business operations, and establish programs to prevent such misconduct. These programs shall include standard operating procedures and behavioral guidelines for related work tasks.
- Planning the internal organization, defining roles and responsibilities, and establishing a system of mutual supervision and checks and balances for business activities within the scope of operations that carry a higher risk of dishonesty.
- Promotes and coordinates integrity policy training and outreach.
- Establish a whistleblowing mechanism to ensure effective implementation.
- Assisting the Board of Directors and management in auditing and evaluating the effectiveness of preventive measures established for ethical conduct, and regularly assessing compliance with related business processes and preparing reports.
- Producing and maintaining documented information regarding the code of ethics policy, including its compliance declaration, implementation pledge, and execution status.
Article VI: (Prohibition of Offering or Accepting Improper Benefits)
When personnel of the Company directly or indirectly offer, promise to offer, accept, or request any benefit as defined in Article 4, except as provided below, they shall comply with the provisions of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and these Operational Procedures and Guidelines for Conduct, and may only do so after following applicable procedures.
- Based on business needs, this shall mean actions taken when visiting domestic or foreign locations, hosting foreign visitors, developing business, and facilitating communication and coordination – all in accordance with local etiquette, practices, or customs.
- Participation in, or hosting of, normal social events for social etiquette, business purposes, or relationship building.
- Inviting customers or attendees to specific business events or factory tours due to business needs, with the costs, participant capacity, accommodation standards, and duration of the event clearly defined.
- Participation in publicly held folk festivals and celebrations open to the general public.
- Rewards, assistance, condolences, or recognition for supervisors.
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Other items as stipulated by the Company's regulations.
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Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 3/8 |
Article VII (Procedures for Dealing with Improper Benefits)
When personnel of the Company are offered or promised benefits as stipulated in Article 4, directly or indirectly, by another party, except as provided in the preceding article, they shall follow these procedures:
- The person who offers or promises something, and who has no official interest in the matter, shall report this to their immediate supervisor within three days of receipt, and notify the Company's designated unit when necessary.
- Any person who offers or promises anything of value to an employee with a vested interest in their position must return or refuse it, and report this to their immediate supervisor and the Company's designated unit. If a return is not possible, it must be turned over to the Company's designated unit within three days of receipt.
The conflict of interest referred to in the preceding paragraph means any of the following circumstances:
- Those with business relationships, supervisory control, or expense reimbursement (rewards) arrangements.
- Those seeking, engaged in, or party to contractor, trading, or other contractual relationships.
- Other matters that may have a beneficial or detrimental effect on the Company's business, decisions, or actions (or inaction).
Depending on the nature and value of the benefit referenced in Paragraph 1, the Company's designated unit shall propose appropriate measures – such as return, acceptance with payment, assignment to the Company, or donation to a charitable organization – and submit them to the General Manager for approval before implementation.
Article VIII (Prohibition of Facilitation Payments and Procedures)
- The Company shall not offer or promise any kickbacks.
- If a Company employee offers or promises to pay facilitation fees due to threats or intimidation, they must document the process, report it to their immediate supervisor, and notify the Company's designated unit.
- Upon receipt of the notification mentioned above, the designated unit of the Company shall take immediate action and review these circumstances to mitigate the risk of recurrence. If any illegal activity is discovered, it shall be reported to the judicial authorities immediately.
Article IX (Procedures for Political Contributions)
The Company shall make political contributions in accordance with the following regulations:
- It shall be confirmed that political contributions received comply with the political contribution laws and regulations of the recipient's country, including limits and permissible forms of contribution.
- All decisions must be documented in writing.
- Political donations shall be recorded in accordance with the applicable laws, regulations, and accounting procedures.
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When making political donations, avoid conducting business with government-related entities, applying for permits, or pursuing other matters that could benefit the Company.
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Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 4/8 | ||
| Article X (Procedures for Charitable Donations or Sponsorship) | ||||
| When the Company makes charitable donations or sponsorships, the following procedures apply: | ||||
| 1. It shall comply with the laws and regulations of the jurisdiction where it operates. | ||||
| 2. All decisions must be documented in writing. | ||||
| 3. Charitable donations shall be made to charitable organizations and must not be disguised as bribes. | ||||
| 4. The feedback received from sponsorships must be clear and reasonable, and the recipient must not be a business associate of the Company or anyone with a conflict of interest related to the Company's personnel. | ||||
| 5. Charitable donations or sponsorships shall be verified to ensure the funds are used as intended. | ||||
| Article XI (Recusal for Conflict of Interest) | ||||
| 1. When a director, manager, or other stakeholder attending or participating in a board meeting has a conflict of interest concerning the Company or the entity they represent, they must disclose the key details of the conflict at that meeting. If their participation would be detrimental to the Company's interests, they are prohibited from discussing or voting on the matter, must recuse themselves from the discussion and voting, and may not vote by proxy for another director. Directors shall also practice self-discipline and must not provide improper mutual support. | ||||
| 2. The spouse, second-degree relative, or any company controlled by a director, shall be deemed to have a conflict of interest in the matters of the meeting referred to in the preceding paragraph if they have a conflict of interest in those matters. | ||||
| 3. When carrying out the Company's business, personnel discover conflicts of interest involving themselves or the legal entity they represent, or situations that could improperly benefit themselves, their spouse, their parents, their children, or related parties, | ||||
| they shall report the relevant details to both their immediate supervisor and the Company's designated department, and the immediate supervisor shall provide appropriate guidance. | ||||
| 4. The Company's personnel may not use Company resources for non-Company business activities, nor shall they allow participation in outside business activities to negatively impact their job performance. | ||||
| Article XII (Organization and Responsibilities of the Confidentiality Mechanism) | ||||
| 1. The Company shall establish a dedicated unit responsible for developing and implementing procedures for the management, preservation, and confidentiality of the Company's trade secrets, trademarks, patents, copyrights, and other intellectual property, and shall regularly review the implementation results to ensure the continued effectiveness of these procedures. | ||||
| 2. The Company's personnel must strictly adhere to such intellectual property procedures and shall not disclose any company trade secrets, trademarks, patents, copyrights, or other intellectual property to any third party. They shall also refrain from inquiring about or collecting company trade secrets, trademarks, patents, copyrights, or other intellectual property unrelated to their job responsibilities. |
Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 5/8 |
Article XIII (Prohibition of Unfair Competition)
The Company shall conduct its business activities in compliance with the Fair Trade Act and other applicable competition laws and regulations, and shall not engage in price fixing, bid rigging, production or quota restrictions, or market allocation by dividing customers, suppliers, business territories, or lines of business.
Article XIV (Preventing Harm to Stakeholders from Products or Services)
- The Company will gather and understand the relevant laws, regulations, and international standards applicable to its products and services. It will compile and publicly disclose key considerations to ensure that its personnel maintain information transparency and security throughout the research, development, procurement, manufacturing, provision, and sale of these products and services.
- The Company establishes and publicly discloses on its corporate website a policy to protect the rights and interests of customers and other stakeholders in order to prevent its products or services from directly or indirectly causing harm to their rights, health, or safety.
- Where there are media reports or sufficient evidence to suggest that the Company's products or services may pose a hazard to the safety and health of customers or other stakeholders, the Company shall immediately recall those products or suspend the services, investigate the facts, and submit a review and improvement plan.
- The designated unit within the Company shall report to the Board of Directors on the matter, its handling procedures, and subsequent review and improvement actions.
Article XV (Prohibition of Insider Trading and Confidentiality Agreement)
- The Company's personnel must comply with the Securities and Exchange Act and are prohibited from engaging in insider trading with non-public information, nor may they disclose such information to others to prevent others from doing so.
- Other entities or individuals involved in the Company's mergers, divisions, acquisitions, share transfers, important memoranda, strategic alliances, other business collaborations, or significant contracts must sign a confidentiality agreement with the Company. They shall agree not to disclose the Company's trade secrets or other confidential material to any third party, nor shall they use such information without the Company's consent.
Article XVI (Compliance with and Declaration of Ethical Corporate Management Policy)
- The Company requires its directors and senior management to submit declarations of compliance with the code of ethics, and includes adherence to the code of ethics as a condition of employment for all employees.
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The Company shall disclose its code of ethics in its internal regulations, annual reports, company website, and other publicity materials. It shall also proactively announce this policy at external events such as product launches and investor briefings to ensure that its suppliers, customers, and other business partners are fully aware of its ethical principles and guidelines.
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Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 6/8 | ||
| Article XVII (Assessment of Business Integrity Before Establishing Business Relationships) | ||||
| Before establishing business relationships with others, the Company shall evaluate the legitimacy of agents, suppliers, customers, or other business partners, as well as their ethical business practices and any records of prior unethical conduct. This is to ensure fairness and transparency in their operations and to confirm they do not request, offer, or accept bribes. | ||||
| When conducting such evaluations, the Company may conduct appropriate due diligence procedures to examine its business partners regarding the following in order to understand their integrity and ethical conduct: | ||||
| 1. The nationality, principal place of business, organizational structure, business policies, and payment location of the enterprise. | ||||
| 2. Does the company have a code of ethics and how is it implemented? | ||||
| 3. Is the enterprise's place of operation located in a country with a high corruption risk? | ||||
| 4. Is the enterprise's business in a high-bribery-risk industry? | ||||
| 5. The long-term business performance and goodwill of the company. | ||||
| 6. Consult their business partners for feedback on the company. | ||||
| 7. Whether the enterprise has a record of involvement in dishonest practices such as bribery or illegal political contributions. |
Article XVIII (Disclosure of Ethical Management Policy to Business Partners)
In the course of conducting business, all of the Company's personnel must explain the Company's ethical business practices and related regulations to all parties involved in transactions, and explicitly refuse to offer, promise, solicit, or accept any improper benefits, directly or indirectly, in any form or designation.
Article XIX (Avoiding Transactions with Dishonest Operators)
The Company's personnel shall avoid conducting business with agents, suppliers, customers, or other business partners known to have engaged in dishonest or unethical practices. If any business dealings or cooperative partners are found to have acted dishonestly, the Company must immediately cease all business with them and add them to a list of prohibited partners to ensure adherence to the Company's policy of ethical conduct.
Article XX (Contractual Provision on Good Faith Management)
When the Company enters into a contract with another party, it shall fully understand the other party's integrity and compliance standing and incorporate adherence to the Company's ethical conduct policy into the contract terms. The contract must specify at least the following:
1. If either party learns of any personnel violating the contractual prohibition against accepting commissions, kickbacks, or other undue benefits, it must immediately and truthfully disclose to the other party the identity of those personnel, the method, amount, or nature of any benefits offered, promised, requested, or received, and provide supporting evidence and cooperate with the other party's investigation. If a party suffers damage as a result, it may claim damages from the other party and deduct the amount from the contract price owed.
2. Where either party engages in any dishonest conduct in the course of commercial activities, the other party may terminate or cancel the contract unconditionally at any time. | | | | |
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Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 7/8 | ||
| 3. Specific and reasonable payment details shall be established, including the location and method of payment, and compliance with the relevant tax laws and regulations. | ||||
| Article XXI (Handling of Personnel Involved in Unethical Conduct) | ||||
| 1. The Company encourages internal and external parties to report dishonest or improper conduct, and it will reward individuals based on the seriousness of the reported matter. Internal personnel who knowingly submit false reports or make malicious accusations will be subject to disciplinary action, up to and including dismissal for serious offenses. | ||||
| 2. The Company establishes and publicly posts an internal independent reporting mailbox or hotline on its website and intranet, or engages an independent third party to provide such a mailbox or hotline for use by both internal and external parties. | ||||
| 3. A reporter shall at least provide the following information: | ||||
| (1) The name and ID card number of the reporting party, or an anonymous report, as well as contact information – address, telephone number, and email address – shall be provided. | ||||
| (2) The name of the person reported or other information sufficient to identify them. | ||||
| (3) Specific facts available for investigation. | ||||
| 4. Personnel of the Company handling reports of wrongdoing shall declare in writing that they will keep the identity and the content of the reports confidential. The Company is also committed to protecting whistleblowers from any adverse action resulting from making a report. | ||||
| 5. The Company's designated unit shall handle complaints according to the following procedures: | ||||
| (1) Report violations involving regular employees to the department head. Report violations involving directors or senior executives to the independent directors. | ||||
| (2) The designated unit and the supervisor or personnel to whom the report was made shall immediately investigate the relevant facts, and may request assistance from the legal compliance or other relevant departments if necessary. | ||||
| (3) If the complaint is substantiated and indicates the accused has violated the relevant laws or the Company's code of ethics and regulations, the Company shall immediately require the accused to cease the relevant conduct and impose appropriate disciplinary action. If necessary, the Company shall report to the competent authority, refer the case to judicial authorities for investigation, or seek damages through legal proceedings to protect the Company's reputation and interests. | ||||
| (4) Documentation of case acceptance, investigation procedures, and investigation results shall be retained in writing for five years, and electronic storage is permitted. Before the retention period expires, if legal action related to the reported content arises, the relevant data must be retained until the litigation is resolved. | ||||
| (5) If the reported incident is verified as true, the relevant Company departments will be responsible for reviewing the internal control system and operating |
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Ta Tun Electric Wire & Cable Co., Ltd.
| Formulation | June 17, 2026 | Procedures for Ethical Management and Guidelines for Conduct | No. | CC-143 |
|---|---|---|---|---|
| Amendment | Page number | 8/8 | ||
| procedures and proposing improvements to prevent recurrence. | ||||
| (6) The Company’s dedicated unit shall report to the Board of Directors on complaints received, how they are handled, and any subsequent review and improvement measures. | ||||
| Article XXII (Handling of Unethical Conduct by Others Toward the Company) | ||||
| If a Company employee becomes aware of any dishonest act committed against the Company by another person, and if that act involves illegal conduct, the Company shall report the relevant facts to the judicial or prosecutorial authorities. If the act involves a government agency or public official, the Company shall also notify the relevant government anti-corruption agency. | ||||
| Article XXIII (Internal Publicity, Establishment of Reward, Punishment, and Complaint Mechanisms, and Disciplinary Sanctions) | ||||
| 1. The Company’s designated unit shall regularly conduct internal awareness campaigns and arrange for the Chairman, General Manager, or senior management to convey the importance of integrity to directors, employees, and agents. | ||||
| 2. The Company shall incorporate integrity-based management into employee performance reviews and human resources policies, and establish a clear and effective system for rewards, discipline, and appeals. | ||||
| 3. In cases of serious breaches of ethical conduct by the Company’s personnel, the Company shall terminate or dismiss the offenders in accordance with the applicable laws or the Company’s human resources policies. | ||||
| 4. The Company shall disclose on its intranet the title, name, date of violation, details of the violation, and the actions taken against personnel who have violated the code of ethics. | ||||
| Article XXIV: (Effective Date) | ||||
| 1. These Procedures and Guidelines were first established and implemented by resolution of the Board of Directors and reported to the shareholders’ meeting; any amendments shall be approved sequentially by the Audit Committee and the Board of Directors, then reported to the shareholders’ meeting. | ||||
| 2. When these Procedures and Guidelines are submitted to the Board of Directors for discussion, the opinions of each independent director shall be fully considered, and any objections or reservations they have shall be recorded in the minutes of the board meeting. If an independent director cannot attend the board meeting in person to express objections or reservations, they must submit a written opinion in advance – unless there is a valid reason for not doing so – and this opinion shall also be recorded in the minutes. |
Attachment IV
Independent Auditors' Report
To the Board of Directors of Ta Tun Electric Wire & Cable Co., Ltd.
Opinion
We have audited the Individual financial statements of Ta Tun Electric Wire & Cable Co., Ltd., which comprise the balance sheet as of December 31, 2025 and 2024, and the statement of comprehensive income, statement of changes in equity, and statement of cash flows for the years ended December 31, 2025 and 2024, and notes to the financial statements (including the Summary of Significant Accounting Policies).
In our opinion, the parent company only financial statements above have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, Interpretations, and Announcements approved and issued by the FSC, and fairly present the financial position of Ta Tun Electric Wire & Cable Co., Ltd. as of December 31, 2025 and 2024, and its financial performance and cash flows for the years ended December 31, 2025 and 2024.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing. Our responsibilities under those standards are further described in the section titled Auditor's Responsibilities for the Audit of the Financial Statements of our report. The personnel of our firm who are subject to independence requirements have maintained independence from Ta Tun Electric Wire & Cable Co., Ltd. in accordance with the Code of Professional Ethics for Certified Public Accountants and have fulfilled other responsibilities under 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 judgment, are of most significance in our audit on the financial statements of Ta Tun Electric Wire & Cable Co., Ltd. for 2025. These matters were addressed in the course of our audit on the financial statements and in forming our audit opinion. We do not express a separate opinion on these matters. We have determined that the following are the key audit matters to be communicated in our audit report:
I. Revenue Recognition
For the accounting policies on revenue recognition, please refer to Note 4(15) of the financial statements; for details on significant revenue items, please refer to Note 6(22) of the financial statements.
Description of Key Audit Matters:
Ta Tun Electric Wire & Cable Co., Ltd. primarily sells products such as electric wires, cables, and accessory equipment. Since revenue is a key indicator of operating performance, and the accuracy of its timing and amount of revenue recognition has a significant impact on the financial statements, revenue recognition is one of the important matters considered during our audit of the financial statements of Ta Tun Electric Wire & Cable Co., Ltd..
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Audit Procedures Performed:
The key audit procedures we performed for the above key audit matter include: understanding Ta Tun Electric Wire & Cable Co., Ltd.'s revenue recognition accounting policies and comparing them with sales contract or order terms to assess the reasonableness of the adopted policies; evaluating and testing the design and operating effectiveness of internal controls over the sales and collection cycle; examining samples of individual sales transactions by reviewing customer contracts or orders, acceptance certificates, shipping documents, and invoices to verify the authenticity of sales revenue transactions; and random check on the documentation related to sales revenue transactions from periods before and after the reporting date to ensure that revenue is recognized in the appropriate period.
II. Inventory Valuation
For the accounting policy regarding inventory, please refer to Note 4(7) of the financial statements. For the estimation uncertainty of inventory valuation, please refer to Note 5(1) of the financial statements. For details on significant inventory accounting items, please refer to Note 6(5) of the financial statements.
Description of Key Audit Matters:
Ta Tun Electric Wire & Cable Co., Ltd.'s inventory includes copper wires, electric wires, cables, and accessory equipment, which are measured at the lower of cost and net realizable value. Since inventory valuation is affected by fluctuations in international copper prices and raw material costs, and involves significant judgment and estimation by management, inventory valuation is one of the important matters we considered during our audit of the financial statements of Ta Tun Electric Wire & Cable Co., Ltd..
Audit Procedures Performed:
Our key audit procedures for the above key audit matter include: understanding Ta Tun Electric Wire & Cable Co., Ltd.'s inventory valuation accounting policies to assess whether inventory valuation has been performed in accordance with the accounting policies; obtaining inventory cost and net realizable value assessment data, along with inventory aging reports prepared by management, examining relevant documentation to evaluate the basis and reasonableness of management's estimates of net realizable value, and recalculating to verify their accuracy.
Management and Governance Unit's Responsibilities for Financial Statements
The responsibilities of management are to prepare financial statements that present fairly, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, interpretations, and related announcements as approved and promulgated by the Financial Supervisory Commission, and to maintain the necessary internal controls related to the preparation of such statements to ensure they are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management's responsibilities for assessing Ta Tun Electric Wire & Cable Co., Ltd.'s ability to continue as a going concern, disclosing related matters, and using the going concern basis of accounting unless management either intends to liquidate Ta Tun Electric Wire & Cable Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
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The governance units of Ta Tun Electric Wire & Cable Co., Ltd. (including the Audit Committee) are responsible for overseeing the financial reporting process.
Auditor's Responsibilities for the Audit of the Individual Financial Statements
The objective of our audit of the financial statements is 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 thereon. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards does not guarantee that material misstatements in the financial statements will always be detected. Misstatements may arise from fraud or error. Misstatements are considered material if the individual amounts or aggregate amounts could reasonably be expected to influence the economic decisions of users of financial statements.
When conducting our audit in accordance with auditing standards, we exercise professional judgment and maintain professional skepticism. We also perform the following procedures:
- Identify and assess the risks of material misstatement of the financial statements due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient appropriate audit evidence to support our opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.
- Obtain an understanding of internal control relevant to the audit to design audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Ta Tun Electric Wire & Cable Co., Ltd.'s internal control.
- Evaluate the appropriateness of the accounting policies adopted by management and the reasonableness of accounting estimates and related disclosures.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, assess whether a material uncertainty exists related to events or conditions that may cast significant doubt on Ta Tun Electric Wire & Cable Co., Ltd.'s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause Ta Tun Electric Wire & Cable Co., Ltd. to cease to continue as a going concern.
- Evaluate the overall presentation, structure, and content of the financial statements including notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of investees accounted for using the equity method to form an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit, and for forming the audit opinion for Ta Tun Electric Wire & Cable Co., Ltd.
-
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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.
From the matters communicated with those charged with governance, we determine the key audit matters for the audit of the Ta Tun Electric Wire & Cable Co., Ltd.'s financial statements for 2025. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter shall 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.
KPMG
Certified Public Accountants:
Document Number Approved by the Securities Competent Authority
Financial Supervisory Commission Securities Review No. 1010004977
Financial Supervisory Commission Securities Review No. 1120333238
March 9, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China. A For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail
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Ta Tun Electric Wire & Cable Co., Ltd.
Balance Sheet
December 31, 2025, and 2024
(In Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 510,430 | 7 | 719,477 | 11 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 6(2) and 8) | 176,290 | 2 | 179,839 | 3 |
| 1140 | Contract assets - current (Note 6(22)) | 1,815,676 | 26 | 1,095,539 | 17 |
| 1170 | Notes and accounts receivable net (Notes 6(4), 6(22) and 7) | 634,258 | 9 | 718,642 | 11 |
| 130X | Inventories (Note 6(5)) | 1,757,600 | 25 | 1,539,140 | 24 |
| 1470 | Other current assets (Notes 6(11), 7, and 8) | 626,576 | 9 | 617,189 | 10 |
| Total current assets | 5,520,830 | 78 | 4,869,826 | 76 | |
| Non-current assets: | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Note 6(3)) | 67,216 | 1 | 76,109 | 1 |
| 1550 | Investment accounted for using equity method (Note 6(6)) | 28,878 | - | 14,954 | - |
| 1600 | Property, plant and equipment (Notes 6(7) and 8) | 1,058,481 | 15 | 770,956 | 12 |
| 1755 | Right-of-use assets (Note 6(8)) | 26,190 | - | 22,049 | - |
| 1760 | Investment property, net (Notes 6(9), 7 and 8) | 336,292 | 5 | 338,102 | 6 |
| 1780 | Intangible assets (Note 6(10)) | 14,364 | - | 13,448 | - |
| 1840 | Deferred income tax assets (Note 6(18)) | 11,383 | - | 8,694 | - |
| 1900 | Other non-current assets (Notes 6(11) and 7) | 55,195 | 1 | 287,969 | 5 |
| Total non-current assets | 1,597,999 | 22 | 1,532,281 | 24 | |
| December 31, 2025 | December 31, 2024 | ||||
| --- | --- | --- | --- | --- | |
| Amount | % | Amount | % | ||
| Liabilities and equity | |||||
| Current liabilities: | |||||
| 2100 | Short-term debt (Notes 6(12) and 8) | $ 1,868,654 | 26 | 1,777,664 | |
| 2130 | Contract liabilities - current (Notes 6(22) and 7) | 244,160 | 4 | 152,830 | |
| 2170 | Notes and accounts payable (Note 7) | 375,546 | 5 | 458,182 | |
| 2230 | Current income tax liabilities | 114,039 | 2 | 132,949 | |
| 2280 | Lease liabilities - current (Note 6(14)) | 12,982 | - | 4,876 | |
| 2322 | Current portion of long- term loans payable (Notes 6(13) and 8) | 305,423 | 4 | 167,706 | |
| 2300 | Other current liabilities (Note 7) | 106,899 | 2 | 124,406 | |
| Total current liabilities | 3,027,703 | 43 | 2,818,613 | ||
| Non-current liabilities: | |||||
| 2540 | Long-term debt payable (Notes 6(13) and 8) | 1,119,787 | 16 | 922,243 | |
| 2570 | Deferred income tax liabilities (Note 6(18)) | 421 | - | 871 | |
| 2580 | Lease liabilities - non-current (Note 6(14)) | 13,706 | - | 17,483 | |
| 2640 | Net defined benefit liability - non-current (Note 6(17)) | 12,770 | - | 8,520 | |
| 2600 | Other non-current liabilities (Notes 6(15) and 7) | 2,777 | - | 106,275 | |
| Total non-current liabilities | 1,149,461 | 16 | 1,055,392 | ||
| Total liabilities | 4,177,164 | 59 | 3,874,005 | ||
| Equity (Notes 6(3) and (19)): | |||||
| 3100 | Share capital | 600,000 | 8 | 600,000 | |
| 3200 | Additional paid-in capital | 713,485 | 10 | 713,485 | |
| 3300 | Retained earnings | 1,576,476 | 22 | 1,154,020 | |
| 3400 | Other equity | 51,704 | 1 | 60,597 | |
| Total equity | 2,941,665 | 41 | 2,528,102 | ||
| Total liabilities and equity | $7,118,829 | 100 | 6,402,107 |
Total assets
$ 7,118,829 100 6,402,107 100
(Accompanying notes to the financial statements)
Ta Tun Electric Wire & Cable Co., Ltd.
Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Revenue (Notes 6(22) and 7) | $ 6,607,040 | 100 | 5,482,989 | 100 |
| 5000 | Operating costs (Notes 6(5), (17), (23), and 7) | 5,374,250 | 81 | 4,492,746 | 82 |
| 5900 | Gross profit from operations | 1,232,790 | 19 | 990,243 | 18 |
| 6000 | Operating expenses (Notes 6(4), (17), (23), and 7): | ||||
| 6100 | Selling expenses | 48,794 | 1 | 48,926 | 1 |
| 6200 | Administrative expenses | 121,375 | 2 | 85,969 | 2 |
| 6300 | Research and development expenses | 51,935 | 1 | 15,328 | - |
| 6450 | Expected credit losses (gains on reversal) | 9,739 | - | (1,922) | - |
| Total operating expenses | 231,843 | 4 | 148,301 | 3 | |
| 6900 | Operating income | 1,000,947 | 15 | 841,942 | 15 |
| 7000 | Non-operating income and expenses: | ||||
| 7100 | Interest income (Note 6(24)) | 20,065 | - | 19,015 | - |
| 7010 | Other income (Notes 6(3), (16), (24), and 7) | 40,579 | 1 | 53,934 | 1 |
| 7020 | Other gains and losses (Notes 6(15) and (24)) | 13,020 | - | 66,594 | 1 |
| 7050 | Finance costs (Note 6(24)) | (78,909) | (1) | (76,142) | (1) |
| 7370 | Share of profit of Subsidiaries, Associates and Joint Ventures accounted for using the equity method (Note 6(6)) | 13,924 | - | 219 | - |
| Total non-operating income and expenses | 8,679 | - | 63,620 | 1 | |
| 7900 | Profit before tax | 1,009,626 | 15 | 905,562 | 16 |
| 7950 | Less: Income tax expenses (Note 6(18)) | 192,752 | 3 | 172,555 | 3 |
| 8200 | Profit for the period | 816,874 | 12 | 733,007 | 13 |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans (Note 6(17)) | (4,418) | - | 2,695 | - |
| 8316 | Unrealized valuation gain (loss) on investments in equity instruments measured at fair value through other comprehensive income | (8,893) | - | 48,511 | 1 |
| 8349 | Less: Income tax related to items that will not be reclassified | - | - | - | - |
| 8300 | Other comprehensive income for the current period | (13,311) | - | 51,206 | 1 |
| 8500 | Total comprehensive income for the current period | $ 803,563 | 12 | 784,213 | 14 |
| Earnings per share (Note 6(21)) (Unit: NT$) | |||||
| 9750 | Basic earnings per share | $ | 13.61 | 12.58 | |
| 9850 | Diluted earnings per share | $ | 13.60 | 12.57 |
(Accompanying notes to the financial statements)
Ta Tun Electric Wire & Cable Co., Ltd.
Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| Share capital | Retained earnings | Other equity itemsUnrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income | Total equity | ||||
|---|---|---|---|---|---|---|---|
| Capital common stock | Additional paid-in capital | Legal Reserve | Retained earnings | Total | |||
| Balance as of January 1, 2024 | $ 536,600 | 362,382 | 303,485 | 245,597 | 549,082 | 42,302 | 1,490,366 |
| Appropriation and distribution of earnings: | |||||||
| Appropriation of legal reserve | - | - | 14,375 | (14,375) | - | - | - |
| Common stock cash dividends | - | - | - | (160,980) | (160,980) | - | (160,980) |
| 14,375 | (175,355) | (160,980) | (160,980) | ||||
| Profit for the period | - | - | - | 733,007 | 733,007 | - | 733,007 |
| Other comprehensive income for the current period | - | - | - | 2,695 | 2,695 | 48,511 | 51,206 |
| Total comprehensive income for the current period | - | - | - | 735,702 | 735,702 | 48,511 | 784,213 |
| Cash capital increase | 63,400 | 348,700 | - | - | - | - | 412,100 |
| Share-based payment transactions | - | 2,403 | - | - | - | - | 2,403 |
| Disposal of equity instruments at fair value through other comprehensive income | - | - | - | 30,216 | 30,216 | (30,216) | - |
| Balance as of December 31, 2024 | 600,000 | 713,485 | 317,860 | 836,160 | 1,154,020 | 60,597 | 2,528,102 |
| Appropriation and distribution of earnings: | |||||||
| Appropriation of legal reserve | - | - | 76,592 | (76,592) | - | - | - |
| Common stock cash dividends | - | - | - | (390,000) | (390,000) | - | (390,000) |
| 76,592 | (466,592) | (390,000) | - | (390,000) | |||
| Profit for the period | - | - | - | 816,874 | 816,874 | - | 816,874 |
| Other comprehensive income for the current period | - | - | - | (4,418) | (4,418) | (8,893) | (13,311) |
| Total comprehensive income for the current period | - | - | - | 812,456 | 812,456 | (8,893) | 803,563 |
| Balance as of December 31, 2025 | $ 600,000 | 713,485 | 394,452 | 1,182,024 | 1,576,476 | 51,704 | 2,941,665 |
Ta Tun Electric Wire & Cable Co., Ltd.
Statement of Cash Flows
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before tax | $ 1,009,626 | 905,562 |
| Adjustments: | ||
| Income and expense items | ||
| Depreciation expense | 104,438 | 49,549 |
| Amortization expense | 5,436 | 4,384 |
| Expected credit impairment loss (gain on reversal) | 9,739 | (1,922) |
| Net loss (gain) on financial assets and liabilities at fair value through profit or loss | 3,549 | (20,292) |
| Interest expense | 78,909 | 76,142 |
| Interest revenue/income | (20,065) | (19,015) |
| Dividend revenue | (9,152) | (7,277) |
| Share-based compensation cost | - | 2,403 |
| Share of profit of Subsidiaries, Associates and Joint Ventures accounted for using equity method | (13,924) | (219) |
| Loss on disposal and retirement of property, plant, and equipment | 547 | 419 |
| Gains on disposal of investment property | - | (43,805) |
| Gain on lease modification | - | (450) |
| Total revenue and expense items | 159,477 | 39,917 |
| Changes in assets/liabilities related to operating activities: | ||
| Contract assets | (720,137) | (464,630) |
| Notes and accounts receivable | 74,645 | 235,976 |
| Inventory | (218,460) | (30,067) |
| Other current assets | (9,387) | (64,098) |
| Contract liabilities | 91,330 | (430,079) |
| Notes and accounts payable | (82,636) | 132,943 |
| Provision for liabilities | (101,823) | (18,473) |
| Other current liabilities | (17,743) | 33,216 |
| Net defined benefit liabilities | (168) | (81) |
| Total net changes in assets and liabilities related to operating activities | (984,379) | (605,293) |
| Cash inflow generated from operations | 184,724 | 340,186 |
| Interest received | 20,065 | 19,015 |
| Interest paid | (78,909) | (76,142) |
| Income tax paid | (214,565) | (135,366) |
| Net cash inflow (outflow) from operating activities | (88,685) | 147,693 |
(Accompanying notes to the financial statements)
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Ta Tun Electric Wire & Cable Co., Ltd.
Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from investing activities: | ||
| Disposal of financial assets at fair value through other comprehensive income | - | 41,436 |
| Disposal of financial assets at fair value through profit or loss | - | 19,823 |
| Acquisition of property, plant and equipment | (133,317) | (63,442) |
| Disposal of property, plant, and equipment | 262 | 29 |
| Acquisition of intangible assets | (6,352) | (5,558) |
| Disposal of investment property | - | 139,988 |
| Increase in other non-current assets | (12,152) | (260,231) |
| Dividends received | 9,152 | 7,277 |
| Net cash outflow from investing activities | (142,407) | (120,678) |
| Cash flows from financing activities: | ||
| Increase (decrease) in short-term debt | 90,990 | (260,521) |
| Proceeds from long-term debt payable | 850,658 | 664,080 |
| Repayment of long-term debt payable | (515,397) | (165,503) |
| Decrease in deposits received | (1,675) | (2,896) |
| Repayment of lease principal | (12,531) | (3,985) |
| Distribution of cash dividends | (390,000) | (160,980) |
| Cash capital increase | - | 412,100 |
| Net cash inflow from financing activities | 22,045 | 482,295 |
| Increase (decrease) in cash and cash equivalents for the Period | (209,047) | 509,310 |
| Cash and cash equivalents at beginning of period | 719,477 | 210,167 |
| Cash and cash equivalents at end of period | $ 510,430 | 719,477 |
(Accompanying notes to the financial statements)
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Attachment V
Ta Tun Electric Wire & Cable Co., Ltd. Statement of Appropriations of Earnings 2025
(Unit: NT$)
| Item | Amount |
|---|---|
| Retained earnings at the beginning of the period | 369,568,640 |
| Add: Net profit after tax for 2025 | 816,874,037 |
| Less: Remeasurement of defined benefit plans for 2025 | (4,418,376) |
| Distributable earnings | 1,182,024,301 |
| Distribution items: | |
| Less: Legal reserve | (81,245,566) |
| Less: Shareholder dividends - cash | (528,000,000) |
| Retained earnings at the end of the period. | 572,778,735 |
Note:
- 2025 unappropriated earnings will be distributed on a priority basis in this distribution.
- In accordance with Article 28 of the Articles of Incorporation, the distribution of dividends and bonuses, in whole or in part, in cash, shall be authorized by the Board of Directors, with the attendance of at least two-thirds of all directors and the approval of a majority of the directors present, and shall be reported to the shareholders' meeting.
- If changes in share capital or other reasons subsequently affect the number of outstanding shares, and consequently alter the dividend per share, the Chairman is hereby authorized to make the necessary adjustments.
-
Cash dividends will be paid based on the allocation ratio, rounded down to the nearest dollar. Any fractional amounts less than one dollar will be aggregated and recorded as other income for the Company.
-
29 -
Attachment VI
TEWG Ta Tun Electric Wire & Cable Co., Ltd.
Comparison Table for Amendments to the Articles of Incorporation
| Original | Amended | Description | |
|---|---|---|---|
| Chapter II Shares | |||
| Article 6 | The authorized capital of the Company is NT$1 billion, divided into 100 million shares with a par value of NT$10 per share, to be issued in installments. The Company may issue employee stock warrants, reserving 5 million shares within the total share amount stipulated in the preceding paragraph for the purpose of issuing such warrants. | The Company's authorized capital is NT$2 billion, divided into 200 million shares with a par value of NT$10 per share, to be issued in tranches. The Company may issue employee stock warrants, reserving 5 million shares within the total share amount stipulated in the preceding paragraph for the purpose of issuing such warrants. The employees of subsidiaries who meet certain conditions may be eligible to receive the Company's newly issued restricted stock. | Revised to align with company practices. |
| Chapter 4 Directors and Audit Committee | |||
| Article 16 | The Company shall have between five and nine directors elected by the shareholders from individuals with full legal capacity for a term of three years and shall be subject to re-election. The Company uses a single-name cumulative voting system for the election of directors. Each share carries voting rights equivalent to the number of directors being elected, allowing shareholders to concentrate all votes on a single candidate or distribute them among multiple candidates. The candidates receiving the highest number of votes will be elected as directors. Any revisions to this method will require compliance with Article 172 of the Company Act and must be | The Company shall have between five and nine directors, elected by the shareholders from individuals with full legal capacity for a term of three years and shall be subject to re-election. Restrictions on the reappointment of independent directors are as stipulated by the applicable laws and regulations. The Company uses a single-name cumulative voting system for the election of directors. Each share carries voting rights equivalent to the number of directors being elected, allowing shareholders to concentrate all votes on a single candidate or distribute them among multiple candidates. The candidates | Amended in accordance with the Taiwan Stock Exchange's guidelines regarding the establishment and exercise of powers by the Boards of Directors of listed companies. |
| included as a specific item on the meeting agenda, with a clear explanation of the proposed changes. The election of directors shall be conducted by candidate nomination in accordance with Article 192-1 of the Company Act. Among the directors referred to in the preceding paragraph, the number of independent directors must be no fewer than three and must represent at least one-fifth of the total number of director seats. | receiving the highest number of votes will be elected as directors. Any revisions to this method will require compliance with Article 172 of the Company Act and must be included as a specific item on the meeting agenda, with a clear explanation of the proposed changes. Restrictions on the reappointment of independent directors are as stipulated by the applicable laws and regulations. The election of directors shall be conducted by candidate nomination in accordance with Article 192-1 of the Company Act. Among the directors referred to in the preceding paragraph, the number of independent directors must be no fewer than three and must represent at least one-third of the total board seats. | ||
|---|---|---|---|
| Chapter 6 Accounting | |||
| Article 27 | If the Company generates a profit for the year, it shall allocate no less than 1% of the annual profit as employee bonuses, to be distributed in stock or cash as determined by the Board of Directors. These bonuses will be distributed to current employees of the Company and qualifying employees of its subsidiaries. The Company may, at the discretion of the Board of Directors, allocate up to 2.5% of the annual profit as director remuneration. The distribution of the remuneration to employees and directors shall be reported to the shareholders' meeting. However, if the Company still has accumulated losses, it shall make a prior provision for the loss offset, and then | The Company’s profit distribution or loss allocation will be determined after the end of each quarter. Cash dividends will be resolved by the Board of Directors in accordance with Articles 228-1 and 240, Paragraph 5 of the Company Act, and reported to the shareholders’ meeting, without requiring shareholder approval. When the Company has no profits, no dividends or bonuses shall be distributed. When distributing profits, the Company must first estimate and set aside provisions for payable taxes, cover losses, and allocate 10% to the statutory reserve. However, this requirement does not apply if the accumulated statutory reserve has reached the | Revised to align with company practices. |
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| allocate employee and director remuneration based on the percentage stipulated in the preceding paragraph. The total amount of employee bonuses as resolved by the Board of Directors in the first item shall be no less than 3% of the total amount distributed to entry-level employees. | Company's paid-in capital. Special surplus reserves are then allocated in accordance with the laws and regulations of the competent authority. Before distributing profits, the Company shall set aside no more than 2.5% of the profits for the period as directors' compensation and no less than 1% as employees' compensation (of which no less than 3% shall be for rank-and-file employees). However, if the Company still has accumulated losses, it shall first reserve funds to cover the losses before setting aside employees' and directors' compensation in accordance with such percentages. Remuneration to employees shall be implemented based on a resolution approved by two-thirds of all directors present at a board meeting with attendance from more than two-thirds of the directors, and reported to the shareholders' meeting. Eligible recipients may include employees of subsidiaries who meet the criteria established by the Board of Directors or its authorized delegates. After setting aside the legal reserve as required by Paragraph 2 of this Article, the Company shall distribute its remaining earnings in accordance with the laws and regulations, the Articles of Incorporation, and the following principles: The Company's dividend policy adopts a prudent and balanced approach, considering profitability, financial structure, and future development plans when distributing dividends to | |
|---|---|---|
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| shareholders. The amount of shareholder dividends distributed shall in principle not be less than ten percent of the current year's after-tax profit. However, when the accumulated distributable earnings are less than ten percent of the paid-in capital, the Company may choose not to distribute dividends. Among the dividends distributed for the current year, an appropriate amount shall be allocated as cash dividends, provided that such cash dividends shall not be less than ten percent of the total dividend distribution. If no earnings are available for distribution, or if earnings are available but significantly lower than previously distributed amounts, or considering the Company's financial condition, business operations, and management, all or a portion of the reserve may be distributed according to the laws and regulations or the requirements of the competent authority. If the distribution is to be made in cash, the Board of Directors may resolve to do so pursuant to Article 241 of the Company Act and report to the shareholders' meeting, without requiring shareholder approval. | |||
|---|---|---|---|
| Article 28 | If there is a surplus in the Company's annual final accounts, the Company shall pay taxes and levies as required by law, and then set aside 10% as legal reserve. However, if the legal reserve has reached the Company's total paid-in capital, no further appropriation is required. The remaining amount shall be appropriated or reversed as special reserve according to | Matters not specified in these Articles of Incorporation shall be governed by the Company Act and other applicable laws and regulations. | Change of article number |
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| the law; any remaining balance, together with accumulated undistributed earnings, will be used by the Board of Directors to propose a surplus distribution plan for shareholder approval at the shareholders’ meeting. If the distribution of dividends and bonuses, in whole or in part, is to be made in cash, the Board of Directors is authorized to approve it with the attendance of more than two-thirds of all directors and the affirmative vote of a majority of those present, and to report the decision to the shareholders’ meeting. The Company's dividend policy follows the principle of stability and balance, and takes into account factors such as profitability, financial structure, and future development of the Company when distributing shareholder dividends. The amount of shareholder dividends distributed shall in principle not be less than ten percent of the current year's after-tax profit. However, when the accumulated distributable earnings are less than ten percent of the paid-in capital, the Company may choose not to distribute dividends. Among the dividends distributed for the current year, an appropriate amount shall be allocated as cash dividends, provided that such cash dividends shall not be less than ten percent of the total dividend distribution. | |||
|---|---|---|---|
| Chapter 7 Supplementary | |||
| Article 29 | Matters not specified in these Articles of Incorporation shall be governed by the Company Act and other applicable laws and regulations. | These Articles of Incorporation were established on June 14, 1962. The above is omitted. | Change of article number |
| The 29th amendment was made on June 17, 2026. | |||
|---|---|---|---|
| Article 30 | These Articles of Incorporation were established on June 14, 1962. | ||
| The above is omitted. | |||
| The 28th amendment was made on June 27, 2025. | Deleted. | Change of article number |
Ta Tun Electric Wire & Cable Co., Ltd.
Chairman: Lin, Chih -Ming
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Attachment VI!
TEWG Ta Tun Electric Wire & Cable Co., Ltd. Comparison Table for Amendments to the Rules of Procedure for Shareholders' Meetings
| Original | Amended | Description | |
|---|---|---|---|
| Article 3 | (Paragraphs 1 to 3 omitted) The Company shall, no later than 30 days prior to the date of a regular shareholders' meeting or no later than 15 days prior to the date of a special shareholders' meeting, prepare the meeting notice, proxy form, supporting documents for proposals to be ratified, and explanations for proposals to be discussed, including those related to the election or removal of directors, and transmit these materials to the MOPS. Also, the shareholders' meeting handbook and supplementary materials shall be compiled into electronic files and submitted to the MOPS 21 days before the date of the regular shareholders' meeting or 15 days before the date of the extraordinary shareholders' meeting. (Omitted hereinafter.) | (Paragraphs 1 to 3 omitted) The Company shall prepare digital files of the shareholders' meeting notice, proxy form, supporting documents for proposals to be ratified, discussion proposals, details regarding the election or removal of directors, and other relevant materials, including the reasons for and explanations of all proposals to be considered at the annual or extraordinary shareholders' meeting, as well as the shareholders' meeting handbook and supplementary materials, and transmit them to the MOPS no later than 30 days before the date of the Annual General Meeting or no later than 15 days before the date of the extraordinary shareholders' meeting. The Company shall prepare the meeting handbook and supplementary materials for the shareholders' meeting 15 days before the meeting date, and make them available for shareholders to review at the Company's offices and through the shareholder services agent appointed by the Company. | In accordance with the amendment to Paragraph 4 of Article 6 of the "Guidelines Governing the Preparation and Implementation of Shareholders' Meeting Handbooks for Public Companies," the scope of companies required to disclose shareholders' meeting handbooks and related information 30 days prior to a general shareholders' meeting has been expanded to include all listed companies. |
| Article 14 | (Paragraphs 1 to 6 omitted) The ballot examiner and ballot counter shall be designated by the chairperson, with the provision that the ballot | (Paragraphs 1 to 6 omitted) The ballot examiner and ballot counter shall be designated by the chairperson, with the provision that the ballot | Amended in accordance with Taiwan Stock Exchange Corporation announcement |
| examiner must be a shareholder. (Omitted hereinafter.) | examiner must be a shareholder. If the shareholders' meeting includes proposals for the election of directors with more candidates than available seats, the dismissal of directors, or matters stipulated in Article 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, or Articles 24, Paragraph 2, Clause 1 and 26, Paragraph 2, Clause 1 of the Financial Holding Company Act, the chairperson shall designate a lawyer, accountant, or notary public to serve as a poll observer. The person designated by the chairperson as specified in the preceding paragraph may not be responsible for matters related to the voting procedure, nor may they serve as a director, manager, or employee of the Company or any affiliated enterprise. The poll watchers shall supervise the voting and counting processes and sign the election results tally sheet. If a poll watcher is designated under Paragraph 8, the name and title of the scrutineer shall be recorded in the minutes of the shareholders' meeting. (The following items are moved in sequence) | No. 1150002970 dated March 5, 2026. | |
|---|---|---|---|
| Article 24 | These rules shall become effective upon approval by the shareholders' meeting, | The Rules and any amendments shall become effective upon approval by the shareholders' meeting. | The year was changed from AD to the Republic of China (ROC) era, |
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| | and the same applies to any amendments.
1. These rules were established on November 2, 2023.
2. The first revision was made on July 29, 2024. | Established on November 2, 2023; first revision was made on July 29, 2024; second revision was made on June 17, 2026. | and the revision date was added. |
| --- | --- | --- | --- |
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Attachment VIII
TEWG Ta Tun Electric Wire & Cable Co., Ltd.
Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets
| Original | Amended | Description | |
|---|---|---|---|
| Article 11 Paragraph 1 Item 4 | 4. The acquisition or disposal of equipment or rights to use equipment for business purposes, where the counterparty is not a related party and the transaction amount meets one of the following criteria: | ||
| (1) For a public company with paid-in capital of less than NT$10 billion, the transaction amount is NT$500 million or more. | |||
| (2) For a public company with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount is NT$1 billion or more. | |||
| (3) For a public company with paid-in capital of NT$50 billion or more, the transaction amount is 5% or more of the Company's paid-in capital. | In compliance with the addition to Article 31 of the "Guidelines for the Acquisition or Disposal of Assets." | ||
| Article 11 Paragraph 1 Item 5 | 5. Public companies with paid-in capital of NT$50 billion or more may, provided that the government bonds, common corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) they trade on the stock exchange or through securities firms are not subject to the exceptions outlined in Paragraph VIII, and the transaction counterparty is not a related party, transact such bonds in amounts reaching 5% or more of their paid-in capital. | In compliance with the addition to Article 31 of the "Guidelines for the Acquisition or Disposal of Assets." | |
| Article 11 Item 4 | 4. Asset transactions or the disposal of claims by financial institutions, or investments in Mainland | 6. Asset transactions or financial institution disposals of claims, or investments in Mainland China, exceeding | Rearrange item order. |
| China, exceeding 20% of the Company’s paid-in capital or NT$300 million, excluding the transactions covered in the preceding three paragraphs. However, the following exceptions apply: (details omitted) | 20% of the Company’s paid-in capital or NT$300 million, excluding the transactions covered in the preceding three paragraphs. However, the following exceptions apply: (details omitted) | ||
|---|---|---|---|
| Article 14-1 | Article 14-1 | ||
| 1. The provision regarding 10% of total assets in these guidelines is based on the total asset amount reported in the most recent parent company only financial statements or separate financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. | |||
| 2. If the Company's shares have no par value or a par value per share other than NT$10, the transaction amount provisions of these Regulations concerning 20% of the paid-in capital shall be calculated as 10% of equity attributable to owners of the parent company; the transaction amount provisions concerning 5% of the paid-in capital shall be calculated as 2.5% of equity attributable to owners of the parent company; the transaction amount provisions concerning paid-in capital of NT$10 billion shall be calculated as NT$20 billion of equity attributable to owners of the parent company; and the transaction amount provisions concerning paid-in capital of NT$50 billion shall be calculated as NT$100 billion of equity attributable to owners of the | In compliance with the addition to Article 35 of the "Guidelines for the Acquisition or Disposal of Assets." |
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| parent company. | |||
|---|---|---|---|
| Article 17 | |||
| Item 4 | (4) These Procedures were established on November 2, 2023. | ||
| The first revision was made on March 26, 2024. | |||
| The second revision was made on July 29, 2024. | (4) These Procedures were established on November 2, 2023, first amended on March 26, 2024, second amended on July 29, 2024, and third amended on June 17, 2026. | The year was changed from AD to the Republic of China (ROC) era, and the revision date was added. |
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Attachment IX
List of directors released from non-compete restrictions.
| Job Title | Name | Concurrent position |
|---|---|---|
| Chairman | Lin, Chih -Ming | Chairman of Tun Che Investment Co., Ltd. |
| Chairman of PT. East Plastic Batamindo | ||
| Chairman of Zhe Ting Xuan Co., Ltd. | ||
| Chairman of TA TUN ELECTRIC WIRE CABLE CO., LTD. | ||
| Chairman of TA TUN ELECTRIC WIRE & CABLE (SINGAPORE) PTE. LTD. | ||
| Director of TA TUN WIRE & CABLE (M) SDN. BHD | ||
| Chairman of THE EAST PLASTIC CO., LTD. | ||
| Director of TUN GREEN POWER CO., LTD. | ||
| Vice Chairman | Li, Ya-Ling | Director of Tun Che Investment Co., Ltd. |
| Chairman of Guanshanlin Construction Co., Ltd. | ||
| Supervisor of TUN GREEN POWER CO., LTD. | ||
| Director of TA TUN ELECTRIC WIRE CABLE CO., LTD. | ||
| Director of TA TUN WIRE & CABLE (M) SDN. BHD. | ||
| Director | Ling Mei-Ling | Director of Ta Tun Electric Wire & Cable Co., Ltd. |
| Director of Guanshanlin Construction Co., Ltd. | ||
| Chairman of TUN GREEN POWER CO., LTD. | ||
| Chairman of Tun Che Green Energy Co., Ltd. | ||
| Chairman of Dongting Green Energy Co., Ltd. | ||
| Chairman of Dong-Xuan Green Energy Co., Ltd. | ||
| Chairman of Herui Investment Co., Ltd. | ||
| Chairman of Lienfu New Energy Co., Ltd. | ||
| Director of Tung Mei Development and Construction Co., Ltd. | ||
| Chairman of Chipoo Enterprise Co., Ltd. | ||
| Chairman of Taiwei Energy Co., Ltd. | ||
| Chairman of Chuang Da Energy Co., Ltd. | ||
| Director of TA TUN ELECTRIC WIRE CABLE CO., LTD. |
Appendix I
Ta Tun Electric Wire & Cable Co., Ltd.
Rules of Procedure for Shareholders’ Meetings
Article I
To establish sound governance for the Company’s shareholders’ meetings, enhance oversight, and strengthen management capabilities, these rules are established in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies to ensure compliance.
Article II
The rules of procedure for the Company's shareholders' meetings shall, except as otherwise provided by law, regulations, or the Articles of Incorporation, be governed by these Rules.
Article III
Unless otherwise required by law, shareholders’ meetings shall be convened by the Board of Directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company convening a virtual shareholders’ meeting shall expressly provide for such method in its Articles of Incorporation and obtain a resolution of the Board of Directors. A virtual shareholders’ meeting shall be convened only upon a resolution of the Board of Directors adopted with the attendance of at least two-thirds of all directors and the approval of a majority of the directors present.
Changes to the method by which the Company convenes its shareholders' meetings must be approved by the Board of Directors and implemented no later than when the notice of the shareholders' meeting is sent out.
The Company shall, no later than 30 days prior to the date of a regular shareholders’ meeting or no later than 15 days prior to the date of a special shareholders’ meeting, prepare the meeting notice, proxy form, supporting documents for proposals to be ratified, and explanations for proposals to be discussed, including those related to the election or removal of directors, and transmit these materials to the MOPS. Also, the shareholders' meeting handbook and supplementary materials shall be compiled into electronic files and submitted to the MOPS 21 days before the date of the regular shareholders’ meeting or 15 days before the date of the extraordinary shareholders’ meeting.
The Company will make such meeting handbook and supplementary materials available to shareholders for review on the day of the shareholders’ meeting through the following methods:
I. When a physical shareholders’ meeting is held, materials shall be distributed at the meeting venue.
II. When convening a video-assisted shareholders’ meeting, materials shall be distributed at the meeting venue and electronically transmitted to the virtual conference platform.
III. When holding a virtual shareholders’ meeting, electronic files shall be transmitted to the virtual conferencing platform. The reasons for convening a meeting shall be stated in the notice and announcement. The notice may be delivered electronically with the consent of the recipient.
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Matters such as the election or removal of directors, amendments to the Articles of Incorporation, capital reduction, application for suspension of public offering, approval of directors' competing interests, capitalization of earnings, capitalization of reserves, company dissolution, merger, spin-off, or items under Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Public Companies must be listed and their main contents specified in the notice of the meeting; they may not be proposed as additional motions.
The reasons for convening the shareholders' meeting include a full slate of director elections and the assumed date of office. Once the director elections are completed at the meeting, the assumed date of office cannot be changed through any extraordinary motions or other means during that same meeting.
A shareholder holding more than one percent of the total number of issued shares may submit a proposal for consideration at a regular shareholders' meeting. Only one proposal may be submitted, and any proposal containing multiple items will not be included on the agenda. In addition, if a shareholder proposal falls under any of the conditions listed in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may choose not to include it on the agenda.
Shareholders may submit proposals to encourage the Company to advance public welfare or fulfill its corporate social responsibility. The procedures for submitting such proposals are limited to one per shareholder, as stipulated in Article 172-1 of the Company Act; any proposals exceeding this limit will not be included on the agenda.
The company shall, prior to the record date for the annual general meeting, publicly announce the procedures for shareholders to submit proposals – including written and electronic methods – the location for submissions, and the submission period, which shall be no less than ten days. A shareholder proposal is limited to 300 words; proposals exceeding this limit will not be included on the agenda. The shareholder submitting the proposal must attend the Annual General Meeting in person or by proxy and participate in the discussion.
Prior to the date of the shareholders' meeting notice, the Company shall notify the proposing shareholder(s) of the results of processing the proposal(s), and it shall include the proposals that conform to the provisions of this article in the meeting notice. The Board of Directors shall explain the reasons for excluding shareholder proposals not included on the agenda at the shareholders' meeting.
Article IV
Shareholders may present a power of attorney issued by the Company for each shareholders' meeting, clearly stating the scope of authorization and designating an agent to attend the meeting on their behalf.
A shareholder may submit one proxy form, which must be delivered to the Company five days before the shareholders' meeting. If multiple proxy forms are received, the one received first will take precedence. However, this provision shall not apply to those who declare revocation of the prior proxy.
After the power of attorney is delivered to the Company, if a shareholder wishes to attend the shareholders' meeting in person or exercise their voting rights in writing or electronically, they must notify the Company in writing of their revocation of the power of attorney two days before the date of the meeting. Any revocation received after this deadline will be considered invalid, and the voting rights exercised by the designated proxy will prevail.
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After the power of attorney is delivered to the Company, if a shareholder wishes to attend the shareholders' meeting via virtual conference, they must notify the Company in writing of the revocation of the power of attorney two days before the meeting date. Any revocation received after this deadline will be considered invalid, and the voting rights exercised by the designated proxy will prevail.
Article V
The venue for a shareholders' meeting must be located at the Company's premises or a convenient location accessible to shareholders and appropriate for holding such a meeting. The meeting shall commence no earlier than 9:00 a.m. or later than 3:00 p.m.
When the Company convenes a virtual shareholders' meeting, the location is not restricted as stipulated in the preceding paragraph.
Article VI
The Company shall specify the registration time and location for shareholders, canvassers, and proxy representatives (collectively referred to as "shareholders") in the meeting notice, as well as any other important notes.
The time for shareholder registration, as previously mentioned, must begin at least 30 minutes before the meeting starts. The registration area shall be clearly marked, and adequate, qualified staff must be assigned to manage it. For a virtual shareholders' meeting, registration will be open on the virtual conference platform 30 minutes before the meeting begins, and shareholders who successfully register will be considered present in person.
Shareholders shall present their attendance cards, sign-in cards, or other proof of attendance at the shareholders' meeting. The Company shall not arbitrarily require shareholders to provide additional documentation to verify attendance. Individuals soliciting proxy votes must carry identification for verification purposes.
The Company shall maintain a sign-in sheet for shareholders to register their attendance, or shareholders may submit sign-in cards in lieu of signing the register.
The Company shall provide shareholders attending the meeting with the meeting handbook, annual report, attendance card, speaker slips, voting ballots, and any other meeting documents. In the case of a director election, election ballots must also be provided.
When a government agency or legal entity is a shareholder, there is no limit to the number of representatives who may attend the shareholders' meeting. When a corporation is entrusted to attend a shareholders' meeting, it may appoint only one representative to do so.
In the event of a virtual shareholders' meeting, shareholders wishing to attend via virtual conference must register with the Company two days before the meeting date.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting handbook, annual report, and other relevant materials to the virtual meeting platform at least 30 minutes before the meeting begins and maintain disclosure until the meeting concludes.
Article VII
When the Company convenes a shareholders' meeting via virtual conference, the following matters must be included in the notice of the meeting:
I. How to participate in the virtual conference and exercise shareholder rights.
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II. Procedures for addressing disruptions to the virtual meeting platform or virtual participation caused by natural disasters, accidents, or other force majeure events shall include, at a minimum, the following:
(I) The time during which such obstacle persists and necessitates a postponement or continuation of the meeting, and the date on which the meeting will be postponed or continued.
(2) Shareholders who did not register for virtual participation in the original shareholders’ meeting are not eligible to participate in any deferred or resumed meeting.
(3) If a video-assisted shareholders’ meeting is convened and the virtual session cannot be continued, the shareholders’ meeting shall proceed, provided that, after deducting the shares represented by shareholders participating via the virtual platform, the total number of shares represented by the remaining attending shareholders meets the statutory quorum. Shares represented by shareholders participating via virtual conference will be counted toward the total number of shares present, and those shareholders will be deemed to have abstained from voting on all proposals for that meeting.
(4) Procedures for handling cases where all proposals have been announced but no extraordinary motions have been made.
III. Convene a virtual shareholders’ meeting and include provisions for appropriate alternative arrangements for shareholders unable to participate remotely. Except as provided in Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders must be provided with at least connection facilities and necessary assistance, and the application period and other relevant precautions shall be clearly stated.
Article VIII
If a shareholders’ meeting is convened by the Board of Directors, the chairperson shall be the Chairman of the Board. If the Chairman is on leave or unable to perform their duties for any reason, the Chairman shall designate a director to act as proxy. If no proxy is designated by the Chairman, a director shall be selected by the other directors to act as proxy.
Where a director acts as the chairperson pursuant to the preceding paragraph, such director shall have served as a director for at least six months and shall possess an understanding of the Company’s financial and business affairs. The same applies when the chairperson is a representative of a corporate director.
The Chairman shall personally preside over shareholders’ meetings convened by the Board of Directors. A majority of directors, including at least one independent director, shall attend in person, along with at least one representative from each functional committee. Attendance shall be recorded in the minutes of the shareholders’ meeting.
If a shareholders’ meeting is convened by someone other than the Board of Directors, the convener shall chair the meeting. If there are two or more conveners, they shall mutually elect one to serve as chairperson.
The Company may designate its lawyers, accountants, or other relevant personnel to attend the shareholders’ meeting.
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Article IX
The Company shall continuously and uninterruptedly record the audio and video of the shareholders' registration process, the meeting proceedings, and the voting and vote counting procedures from the time of shareholders' registration.
such audiovisual data shall be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Act, the ballots must be preserved until the litigation is finalized.
When a shareholders' meeting is held via virtual conference, the Company must keep records of shareholder registration, attendance, questions, votes, and the tally of votes. The entire meeting must also be continuously recorded in audio and video format.
The Company shall securely retain such data and audio/video recordings throughout their retention period and shall also provide the recordings to the agent handling virtual conferencing matters for safekeeping.
In the event of a virtual shareholders' meeting, the Company shall audio and video record the administrative interface of the virtual meeting platform.
Article X
Attendance at a shareholders' meeting shall be calculated based on shareholdings. The number of shares present will be calculated based on signatures in the attendance book or on sign-in cards, plus the number of shares for which votes were cast in writing or electronically, and the number of shares that registered attendance via the virtual conferencing platform.
When the meeting time arrives, the chairperson shall immediately announce the meeting open and simultaneously report the number of non-voting shares and the number of shares represented.
However, if shareholders representing more than half of the total number of issued shares are not present, the chairperson may announce a postponement, not exceeding two times and for an aggregate of no more than one hour. If the quorum is not met after two postponements and attendance still represents less than one-third of the total number of issued shares, the chairperson shall declare the meeting adjourned. If the shareholders' meeting is held via virtual conference, the Company must also announce the adjournment on the virtual conference platform.
If the quorum is still insufficient after two postponements and shareholders representing at least one-third of the total number of issued shares are present, a preliminary resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act, and notice of the preliminary resolution shall be given to all shareholders to reconvene the shareholders' meeting within one month. If the shareholders' meeting is convened via virtual conference, shareholders wishing to attend by virtual conference must re-register with the Company in accordance with Article 6.
Prior to the conclusion of the meeting, if shareholders holding more than half of the total issued shares are present, the chairperson may resubmit the proposed resolution for a vote by the shareholders' meeting as stipulated in Article 174 of the Company Act.
Article XI
If a shareholders' meeting is convened by the Board of Directors and the agenda is set by the Board, the meeting shall proceed according to the agenda as set, and no changes may be made without a resolution of the shareholders' meeting.
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If a shareholders' meeting is convened by a party other than the Board of Directors, the provisions of the preceding paragraph shall apply.
Unless the agenda set forth in the preceding two items has been completed (including any extraordinary motions), the chairperson may not adjourn the meeting without a resolution. If the chairperson violates the rules of procedure and adjourns the meeting, the other members of the Board of Directors shall promptly assist the attending shareholders in following the legal procedures to elect a chairperson with the approval of a majority of the voting rights represented by the attending shareholders and resume the meeting.
The chairperson shall provide sufficient opportunity for explanation and discussion of proposals and any amendments or extraordinary motions made by shareholders. Once the chairperson determines that adequate discussion has taken place, they may call for a vote, ending discussion and allowing a reasonable time for voting.
Article XII
Before making a statement, an attendee must first complete a speaker's card indicating the main points of their speech, their shareholder account number (or attendance card number), and their name. The chairperson will determine the speaking order.
Shareholders who submit speaking cards but do not speak will be considered as not having spoken. If the oral statement differs from the written record, the oral statement takes precedence.
Except with the chairperson's consent, each shareholder may speak no more than twice on the same proposal, with each speech limited to five minutes. However, the chairperson may stop a shareholder from speaking if their speech violates the rules or goes beyond the scope of the agenda.
When a shareholder is speaking, other shareholders may not speak or interrupt without the permission of both the chairperson and the speaking shareholder; the chairperson shall halt any such disruption.
When a corporate shareholder appoints two or more representatives to attend the shareholders' meeting, only one representative may speak on a given proposal.
After a shareholder speaks, the chairperson must respond in person or designate someone to do so.
If a shareholders' meeting is held via virtual conference, shareholders participating remotely may submit questions in writing through the virtual conference platform after the chairperson calls the meeting to order and before adjournment. Each shareholder may ask questions on each agenda item a maximum of two times, with each question limited to 200 words. The provisions of Paragraphs 1 through 5 do not apply in this case.
If the questions referenced above do not violate the regulations or fall outside the scope of the agenda, they shall be disclosed on the shareholders' meeting virtual conference platform for all to see.
Article XIII
The votes in a shareholder meeting shall be counted based on shares.
The resolutions passed at the shareholders' meeting do not count shares held by non-voting shareholders toward the total number of issued shares.
A shareholder who has a conflict of interest that could be detrimental to the Company's interests shall not vote on the matter and shall not act as a proxy for another shareholder in exercising their voting rights.
The number of shares not entitled to vote as described in the preceding paragraph shall not be counted among the voting rights of shareholders present.
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With the exception of trust enterprises or shareholder services agents approved by the competent securities authority, an individual acting as proxy for two or more shareholders may not represent more than 3% of the total voting rights of issued shares. Any voting rights exceeding this percentage will not be counted.
Article XIV
A shareholder is entitled to one vote per share, except for restricted shares or shares without voting rights as stipulated in Article 179, Paragraph 2 of the Company Act.
When the Company holds a shareholders' meeting, it shall adopt electronic voting and may also adopt voting by writing; the method for voting by writing or electronically shall be specified in the notice of the shareholders' meeting. Shareholders exercising their voting rights in writing or electronically will be considered as being present in person at the shareholders' meeting. However, the extraordinary motions and amendments to the original proposals at that shareholder meeting shall be considered abstentions. Therefore, the Company shall avoid submitting extraordinary motions or proposing amendments to the original proposals.
A shareholder intending to exercise voting rights in writing or electronically as described in the preceding paragraph must submit a declaration of intent to the Company two days before the date of the shareholders' meeting. If multiple declarations of intent are received, the earliest one received will take precedence. However, this shall not apply to those who have already revoked their prior expression of intent.
After a shareholder has exercised voting rights in writing or electronically, if they wish to attend the shareholders' meeting in person or via virtual conference, they must revoke their voting rights declaration in the same manner as the original exercise no later than two days before the date of the meeting. If revocation is not received by the deadline, the voting rights exercised in writing or electronically will be considered valid. If a shareholder exercises voting rights in writing or electronically and appoints a proxy to attend the shareholders' meeting, the votes cast by the proxy will be considered valid.
Except as otherwise provided in the Company Act and the Articles of Incorporation, a proposal shall be passed by the affirmative vote of a majority of the voting rights held by shareholders present. At the time of voting, the chairperson or their designee shall first announce the total number of voting rights held by shareholders present for each proposal. Shareholders shall then vote on each proposal individually, and the results of approvals, disapprovals, and abstentions shall be entered into the MOPS on the same day as the shareholders' meeting.
When a proposal has amendments or alternatives, the chairperson shall present them together with the original proposal and determine the voting order. If one proposal is passed, all others are automatically rejected, and further voting is not required.
The ballot examiner and ballot counter shall be designated by the chairperson, with the provision that the ballot examiner must be a shareholder.
Vote counting for resolutions or director elections at a shareholders' meeting must be conducted publicly at the meeting venue. The results, including the weighted count, shall be announced and recorded immediately upon completion of the count.
When the Company holds a shareholders' meeting via virtual conference, shareholders participating remotely must vote on all motions and director elections through the virtual conference platform after the chairperson announces the meeting has begun. Voting must be completed before the chairperson declares the voting closed; otherwise, it will be considered a waiver of their voting rights.
When a shareholders' meeting is held via virtual conference, after the chairperson announces the close of voting, the votes shall be tallied once, and the voting and election results shall be announced.
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When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend by virtual conference as stipulated in Article 6, and who wish to attend the physical shareholders' meeting in person, must revoke their video conference registration in the same manner as the original registration two days before the meeting date. Shareholders who revoke their registration after this deadline will only be permitted to attend the meeting via virtual conference.
Those who exercise their voting rights in writing or electronically without withdrawing their declaration of intent and participate in the shareholders' meeting via virtual conference may not exercise their voting rights on the original proposals, propose amendments to the original proposals, or exercise their voting rights on any amendments to the original proposals, except for extraordinary motions made during the meeting.
Article XV
The election of directors at a shareholders' meeting shall be conducted in accordance with the Company's relevant selection and appointment procedures, and the election results shall be announced on-site, including the list of elected directors and their vote counts, as well as the list of unelected directors and supervisors and their respective vote counts.
The ballots for the election referenced in the preceding paragraph shall be sealed and signed by the scrutineers and kept securely for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Act, the ballots must be preserved until the litigation is finalized.
Article XVI
Matters subject to resolution at a shareholders' meeting shall be recorded in the minutes, which shall be signed or sealed by the chairperson and distributed to all shareholders within 20 days of the meeting. The preparation and distribution of minutes may be done electronically.
The Company may distribute such meeting minutes by posting them on the MOPS.
The meeting minutes shall accurately record the year, month, and day of the meeting, the location, the chairperson's name, the methods of resolution, a summary of the proceedings, and the voting results (including a tally of voting weights). In the case of a director election, the number of votes received by each candidate must be disclosed. shall be kept permanently for the duration of the Company's existence.
If a shareholders' meeting is held via virtual conference, the minutes must include, in addition to the items specified in the preceding paragraph, the start and end times of the meeting, the type of meeting, the names of the chairperson and the secretary, and how any disruptions to the virtual conference platform or virtual participation due to natural disasters, accidents, or other force majeure events were handled and the outcome of that handling.
When the Company convenes a virtual shareholders' meeting, in addition to complying with the requirements of the preceding paragraph, it must also record in the meeting minutes any alternative measures offered to shareholders who have difficulty participating via virtual conference.
Article XVII
On the day of the shareholders' meeting, the Company shall prepare a statistical table in the prescribed format detailing the number of shares solicited by the requisitioning party, the number of shares represented by a proxy, and the number of shares represented by written or electronic attendance, and disclose it clearly at the meeting venue. If the shareholders' meeting is held as a virtual conference, the Company shall upload such information to the virtual conference platform at least 30 minutes before the meeting begins and maintain its availability until the meeting concludes.
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When the Company convenes a shareholders' meeting via virtual conference, the total number of shares represented by attending shareholders shall be disclosed on the virtual conference platform at the start of the meeting. If a separate count of the total number of shares and voting rights of shareholders present is made during the meeting, that count shall prevail.
If any resolutions from the shareholders' meeting contain material information as required by the laws and regulations or the Taiwan Stock Exchange (Taipei Exchange), the Company shall transmit the content to the MOPS within the prescribed time.
Article XVIII
Staff responsible for shareholder meeting affairs must wear identification badges or armbands.
The chairperson may instruct security guards or personnel to help maintain order at the meeting. When security guards or personnel are present to help maintain order, they shall wear an armband or identification badge labeled "Security Personnel."
If the venue is equipped with an amplification system, the chairperson may stop a shareholder from speaking if they are not using the Company's equipment.
A shareholder who violates the rules of procedure and does not comply with the chairperson's rulings, thereby obstructing the meeting, may be directed by the chairperson to be escorted from the meeting venue by security guards or personnel.
Article XIX
When a meeting is in progress, the chairperson may call a recess as needed. In the event of unforeseen circumstances, the chairperson may suspend the meeting and announce a time for it to resume, depending on the situation.
If the meeting venue becomes unavailable before the agenda is completed (including any extraordinary motions made during the meeting), the shareholders' meeting may resolve to relocate to another venue to continue proceedings.
A resolution may be adopted at a shareholders' meeting to defer or reconvene the meeting within five days, as stipulated in Article 182 of the Company Act.
Article XX
When a shareholders' meeting is held via virtual conference, the Company must immediately disclose the voting results and election results for each proposal on the virtual conference platform as required by regulations, and must continue to disclose this information for at least 15 minutes after the chairperson adjourns the meeting.
Article XXI
When the Company convenes a video shareholders' meeting, the chairperson and the secretary shall be in the same location in Taiwan, and the chairperson shall announce the location's address at the start of the meeting.
Article XXII
In the event of a virtual conference shareholder meeting, the Company may provide shareholders with a simple connection test prior to the meeting and offer real-time support during the meeting to assist with any technical communication issues.
If a shareholders' meeting is convened as a virtual meeting, the chairperson shall, at the time of calling the meeting to order, make an additional announcement that, unless otherwise provided in Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if, prior to the chairperson's declaration of adjournment, the virtual meeting platform or participation by virtual means is disrupted due to
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a natural disaster, incident, or other force majeure event for a continuous period of 30 minutes or more, the date for postponement or continuation of the meeting shall be determined within five days, and Article 182 of the Company Act shall not apply.
In the event of a postponement or continuation of the preceding meeting, shareholders who have not registered to participate in the original shareholders' meeting virtual video conference are not eligible to participate in the postponed or continued meeting.
In the event that a meeting is postponed or resumed as stipulated in Paragraph 2, the shares held by shareholders who have registered for and checked in to participate in the original shareholders' meeting via virtual conference but do not attend the postponed or resumed meeting, shall be counted toward the total number of shares, votes, and voting rights present at the postponed or resumed meeting.
When a shareholders' meeting is postponed or resumed as stipulated in Paragraph 2, proposals for which voting and counting have been completed and the results announced, or directors have been elected, do not need to be discussed or re-resolved.
When the Company convenes a video-assisted shareholders' meeting and the circumstances described in Paragraph 2 prevent the virtual conference from continuing, if the total number of shares represented by shareholders attending in person, after excluding those attending via virtual conference, still meets the legal quorum for the shareholders' meeting, the meeting shall continue without postponement or reconvening as provided in Paragraph 2.
In the event of the foregoing, the meeting shall continue, and shareholders participating in the shareholders' meeting via virtual conference shall have their shares counted toward the total number of shares present. However, they will be deemed to have waived their voting rights on all proposals at the meeting.
If the Company postpones or resumes the meeting in accordance with Paragraph 2, it shall comply with the provisions listed in Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Meetings of Public Companies, and perform the relevant preliminary work in accordance with the original date of the shareholders' meeting and each provision.
In accordance with Paragraph 2 of Article 12 and Paragraph 3 of Article 13 of the Rules Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies, as well as Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall comply with the provisions of Paragraph 2 regarding the postponement or continuation of the shareholders' meeting.
Article XXIII
When the Company convenes a shareholders' meeting via virtual conference, it shall provide appropriate alternative arrangements for shareholders who are unable to attend via virtual conference. Except as provided in Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders must be provided with at least connection facilities and necessary assistance, and the application period and other relevant precautions shall be clearly stated.
Article XXIV
These rules shall become effective upon approval by the shareholders' meeting, and the same applies to any amendments.
- These rules were established on November 2, 2023.
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The first revision was made on July 29, 2024.
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Appendix II
TEWG Ta Tun Electric Wire & Cable Co., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is organized in accordance with the provisions of the Company Act; its Chinese name is "大東電業廠股份有限公司" and its English name is "TA TUN ELECTRIC WIRE & CABLE CO., LTD."
Article 2: The Company conducts the following business:
01. CC01010 Electricity Generation, Transmission, and Distribution Machinery Manufacturing.
02. CC01020 Electric Wire and Cable Manufacturing.
03. CB01010 Machinery Equipment Manufacturing.
04. E601010 Electrical Contracting Business.
05. E603010 Cable Installation Engineering.
06. F113020 Wholesale of Electrical Appliances.
07. F213010 Electrical Appliance Retail.
08. F401010 International Trade Industry.
09. CC01090 Manufacture of Batteries and Accumulators.
10. D101050 Combined Heat and Power.
11. D101060 Renewable Energy Self-Generation Equipment Industry.
12. D401010 Thermal Energy Supply.
13. H201010 General Investment Business.
14. I102010 Investment Advisory.
15. I103060 Management Consulting.
16. I199990 Other Consulting Services.
17. IG02010 Research and Development Services.
18. IG03010 Energy Technology Services.
19. ZZ99999: In addition to licensed businesses, it may operate any businesses not prohibited or restricted by law.
Article 3: The Company is headquartered in Taoyuan City, and the Board of Directors may establish branches and production facilities in suitable locations domestically and internationally as business needs require.
Article 4: The Company may provide guarantees and invest in other undertakings, and the aggregate amount of such investments shall not be subject to the investment proportion restrictions under Article 13 of the Company Act.
Article 5: Public announcements shall be made in accordance with the Company Act and other applicable laws and regulations.
Chapter II Shares
Article 6: The Company's authorized capital is NT$1 billion, divided into 100 million shares with a par value of NT$10 per share, to be issued in installments. The Company may issue employee stock warrants, reserving 5 million shares within the total share amount stipulated in the preceding paragraph for the purpose of issuing such warrants.
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Article 7: The Company may, at its discretion, issue shares. If issuance is necessary, the Board of Directors is authorized to do so.
When the Company issues shares, the issuance may be exempt from printing share certificates, provided the shares are registered with a centralized securities depository. Shares issued will be handled according to the depository's regulations. shall the Company print share certificates, they must be registered, numbered, and signed or stamped by a director representing the Company, and issued after legal certification.
Article 8: Unless otherwise stipulated by the laws and regulations of the competent securities authority, the Company's stock affairs shall be handled in accordance with the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority.
Article 9: Amendments to the shareholder registry will be suspended for 30 days prior to the annual general meeting, 15 days prior to the extraordinary general meeting, or 5 days prior to the record date for dividend and bonus distribution or other benefits.
After the public offering of shares, the Company shall not make any changes to the shareholder roster within 60 days prior to a regular shareholders' meeting, within 30 days prior to a special shareholders' meeting, or within 5 days prior to the record date for the distribution of dividends and bonuses or other benefits.
Chapter III Shareholders' Meeting
Article 10: The Company holds two types of shareholders' meetings: regular meetings and special meetings. Regular shareholders' meetings are held at least once a year, convened by the Board of Directors within six months of the end of the fiscal year.
Shareholders' meetings may be held via virtual conference or other methods as announced by the central competent authority.
In the case of a virtual conference, shareholders participating in the meeting via video will be considered to be present in person.
Article 11: If a shareholder is unable to attend a shareholders' meeting, they may issue a power of attorney specifying the scope of authorization and appoint a proxy to attend the meeting with their signature and seal.
After the Company's shares are publicly traded, in addition to the Company Act, the Company will comply with the "Rules Governing the Use of Proxies for Shareholders' Meetings of Public Companies" issued by the competent authority.
Article 12: Unless otherwise provided by law, each shareholder of the Company is entitled to one vote per share.
Article 13: The shareholders' meeting shall be convened by the convener designated by the Board of Directors, and the chairperson shall preside over the meeting in accordance with Article 208 of the Company Act. If a shareholders' meeting is convened by a person or persons other than the Board of Directors, the convener shall chair the meeting. If two or more persons
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convene the meeting, they shall mutually elect a chairperson from among themselves.
Article 14: Unless otherwise specified in the Company Act, resolutions of the shareholders' meeting shall require attendance by shareholders representing more than half of the total issued shares and approval by a majority of the voting rights held by those shareholders present. When the Company holds a shareholders' meeting, it must provide electronic means as a way for shareholders to exercise their voting rights. Shareholders who exercise their voting rights electronically will be considered as being present in person, and all related matters will be handled in accordance with the applicable laws and regulations.
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be signed or sealed by the chairperson and distributed to each shareholder within twenty days of the meeting.
Preparation and distribution of the preceding meeting minutes may be done electronically.
After the public offering, the Company may distribute meeting minutes via public announcement.
Article 15: Following the public offering of the Company's shares, any plan to withdraw the public offering must be approved by a special resolution of the shareholders' meeting, and this article shall remain unchanged during any period of listing on the over-the-counter (OTC) or formal exchanges.
Chapter 4 Directors and Audit Committee
Article 16: The Company shall have between five and nine directors, who shall be elected from among individuals with full legal capacity by the shareholders' meeting for a term of three years, and shall be eligible for re-election. The Company uses a single-name cumulative voting system for the election of directors. Each share carries voting rights equivalent to the number of directors being elected, allowing shareholders to concentrate all votes on a single candidate or distribute them among multiple candidates. The candidates receiving the highest number of votes will be elected as directors. Any revisions to this method will require compliance with Article 172 of the Company Act and must be included as a specific item on the meeting agenda, with a clear explanation of the proposed changes.
The election of directors shall be conducted by candidate nomination in accordance with Article 192-1 of the Company Act. Among the directors referred to in the preceding paragraph, the number of independent directors must be no fewer than three and must represent at least one-fifth of the total number of director seats.
The Company may establish functional committees under the Board of Directors, and the establishment and functions of these committees shall be governed by the regulations established by the competent authority.
Article 17: A Chairman shall be elected by a majority vote of more than two-thirds of the directors present, and a Vice Chairman shall be elected by the same
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method. The Chairman does not have a second vote or veto power in the Board of Directors and represents the Company externally.
Article 18: The chairperson is the Chairman of the Board of Directors. In addition, the Chairman is authorized to sign documents in the name of and on behalf of the Company pursuant to resolutions of the Board of Directors, and to represent the Board of Directors in all matters consistent with Board resolutions and the Company's objectives during any recess of the Board. When the Chairman is absent, the Vice Chairman or another director shall act as their proxy in accordance with Article 208 of the Company Act.
Article 19: Unless otherwise provided in the Company Act, resolutions of the Board of Directors shall be passed with a majority of directors present and the affirmative vote of more than half of those present.
Article 20: When a director is unable to attend a Board of Directors meeting, they may appoint another director as their proxy. However, a director may only act as a proxy for one other director at a Board of Directors meeting.
Article 21: When a board meeting is held via virtual conference, directors participating in the meeting through virtual conference shall be deemed to be present in person. Board meetings shall be convened in accordance with the Company Act, and directors shall be notified in advance of the statutory date, except in emergencies when the Board may be convened at any time. The meeting notice referred to above may be delivered in writing, by fax, or by email.
Article 22: The Company may purchase liability insurance for all directors during their term of office to cover their legal liabilities arising from the performance of their duties in order to protect the interests of all shareholders and reduce the Company's operational risks. The Chairman is hereby authorized to handle all matters relating to the purchase of insurance and its renewal.
Article 23: The Company has an Audit Committee comprised of all independent directors. The number, terms, duties, and rules of procedure of the Audit Committee, as well as the resources the Company shall provide when it exercises its functions, shall be stipulated in the Audit Committee's organizational rules as provided by law.
Article 24: The remuneration of the Company's directors shall be authorized to be determined by the Board of Directors, considering the directors' degree of participation in the Company's operations, the value of their contributions, and prevailing industry standards. If a director also holds another position within the Company, their compensation for that position may be paid monthly at a rate commensurate with general manager-level salaries.
Chapter 5 Manager
Article 25: The Company may appoint managers to administer all of the Company's business in accordance with the policies determined by the Board of Directors. Their appointment, dismissal, and remuneration shall be governed by Article 29 of the Company Act.
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Chapter 6 Accounting
Article 26: The Company's fiscal year shall run from January 1 to December 31 each year. At the end of each fiscal year, a final accounting shall be conducted, and the Board of Directors shall prepare the following reports and submit them to the shareholders' meeting for approval in accordance with the statutory procedures.
I. Business Report.
II. Financial Statements.
III. Proposals for profit distribution or loss coverage.
Article 27: In the event of annual profit, the Company shall allocate no less than 1% of the profit as employee remuneration, to be distributed in shares or cash as resolved by the Board of Directors. This distribution will be made to current employees of the Company and to employees of qualifying subsidiary companies. The Company may, by resolution of the Board of Directors, allocate up to 2.5% of said profit as director remuneration. The distribution of the remuneration to employees and directors shall be reported to the shareholders' meeting.
However, if the Company still has accumulated losses, it shall make a prior provision for the loss offset, and then allocate employee and director remuneration based on the percentage stipulated in the preceding paragraph.
The total amount of employee bonuses as resolved by the Board of Directors in the first item shall be no less than 3% of the total amount distributed to entry-level employees.
Article 28: If the Company's annual closing results show a surplus, taxes and levies shall be paid in accordance with the law, followed by an appropriation of 10% as statutory surplus reserve. However, no further appropriation is required once the statutory surplus reserve equals the Company's total paid-in capital. Any remaining amount shall be appropriated or reversed to a special reserve as stipulated by law. If a balance remains, it will be combined with accumulated undistributed earnings, and the Board of Directors will propose an earnings distribution plan for shareholder approval at a shareholders' meeting.
If the distribution of dividends and bonuses, in whole or in part, is to be made in cash, the Board of Directors is authorized to approve it with the attendance of more than two-thirds of all directors and the affirmative vote of a majority of those present, and to report the decision to the shareholders' meeting.
The Company's dividend policy follows the principle of stability and balance, and takes into account factors such as profitability, financial structure, and future development of the Company when distributing shareholder dividends. The amount of shareholder dividends distributed shall in principle not be less than ten percent of the current year's after-tax profit. However, when the accumulated distributable earnings are less than ten percent of the paid-in capital, the Company may choose not to distribute dividends. Among the dividends distributed for the current year, an appropriate amount shall be
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allocated as cash dividends, provided that such cash dividends shall not be less than ten percent of the total dividend distribution.
Chapter 7 Supplementary
Article 29: Matters not covered in these Articles of Incorporation shall be governed by the Company Act and other applicable laws and regulations.
Article 30: These Articles were established on June 14, 1962.
The first amendment was made on January 15, 1969.
The second amendment was made on May 20, 1970.
The third amendment was made on October 8, 1978.
The fourth amendment was made on January 8, 1979.
The fifth amendment was made on August 23, 1982.
The sixth amendment was made on November 14, 1982.
The seventh amendment was made on December 1, 1988.
The eighth amendment was made on November 12, 1991.
The ninth amendment was made on September 23, 1992.
The tenth amendment was made on October 1, 1996.
The 11th amendment was made on June 15, 1997.
The 12th amendment was made on June 8, 1998.
The 13th amendment was made on June 17, 1999.
The 14th amendment was made on June 26, 2001.
The 15th amendment was made on June 28, 2002.
The 16th amendment was made on June 25, 2004.
The 17th amendment was made on August 5, 2004.
The 18th amendment was made on November 26, 2007.
The 19th amendment was made on May 20, 2008.
The 20th amendment was made on June 30, 2008.
The 21st amendment was made on November 27, 2015.
The 22nd amendment was made on February 22, 2017.
The 23rd amendment was made on May 22, 2020.
The 24th amendment was made on July 4, 2023.
The 25th amendment was made on November 2, 2023.
The 26th amendment was made on March 26, 2024.
The 27th amendment was made on July 29, 2024.
The 28th amendment was made on June 27, 2025.
Ta Tun Electric Wire & Cable Co., Ltd.
Chairman: Lin, Chih -Ming
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Appendix III
Ta Tun Electric Wire & Cable Co., Ltd.
Shareholding of Directors
Base date: April 19, 2026
| Job Title | Full name | Number of shares held | Shareholding ratio |
|---|---|---|---|
| Chairman | Tun Che Investment Co., Ltd | ||
| Representative: Lin Chih-Ming | 26,947,375 | 40.83% | |
| Vice Chairman | Tun Che Investment Co., Ltd. | ||
| Representative: Li Ya-Ling | - | - | |
| Director | Ling Mei-Ling | - | - |
| Director | Ma, Chia-Ying | - | - |
| Independent Director | Chen, Yung-Yen | - | - |
| Independent Director | Li, Chun-Yao | - | - |
| Independent Director | Lai, Chiu-Chun | - | - |
| Number of shares held by all directors | 26,947,375 | 40.83% |
Note: I. As of the record date for the 2026 Annual General Meeting, the total number of ordinary shares issued by the Company is 66,000,000 shares.
II. According to Article 26 of the Securities and Exchange Act, all directors must collectively hold a minimum of 5,280,000 shares.
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