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TEX-RAY AGM Information 2026
51825_rns_2026-05-12_759ea349-8d03-491a-9754-4d91b74c4ce6.pdf
AGM Information
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Common Stock Code: 1467
TEX-RAY INDUSTRIAL CO., LTD.
2026 General Shareholders' Meeting
Meeting Handbook
June 12, 2026
Meeting Date: June 12, 2026
Venue: Meeting Room, 11F, No. 426 Linsen N. Rd., Zhongshan District, Taipei City
Form of the meeting: Hybrid shareholder's meeting
Table of Contents
One. Agenda
I. Report Items 3
II. Ratifications 6
III. Discussions 7
IV. Other Proposals and Extempore Motions 7
Two. Attachment
I. Business Report 9
II. Audit Committee's Review Report 13
III. Policy of Remuneration to the Directors 14
IV. Status of Endorsements/ guarantees 15
V. Status of Loaning of Funds 16
VI. Significant Transactions with Related Parties 17
VII. Sustainable Development Best Practice Principles 19
VIII. Repurchase of Treasury Stock 30
IX. Financial Report 31
X. Proposal for Earnings Appropriation/Loss Compensation 50
XI. Comparison Table of Method of Director Election Before and After Amendments and Articles Before Amendments. 51
XII. Articles of Incorporation 56
XIII. Rules of Procedure for Shareholders' Meeting 62
XIV. Shares Held by Individual and All Directors Recorded in the Roster of Shareholders 75
One. Agenda
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TEX-RAY INDUSTRIAL CO., LTD.
2026 General Shareholders' Meeting Agenda
Time: 9:00 am on June 12, 2026
Venue: Meeting Room, 11F, No. 426 Linsen N. Rd., Zhongshan District, Taipei City
Form of the meeting: Hybrid shareholder's meeting
Call Meeting to Order:
Chairman's Address:
One. Report Items:
I. 2025 Business Report
II. Audit Committee’s Review Report on 2025 Financial Statements
III. Report on Bonus to Employees and Remuneration to Directors for 2025
IV. Report on Remuneration to Directors for 2025
V. Report on Endorsement/ guarantees and Loaning of Funds in 2025
VI. Report on Significant Transactions with Related Parties in 2025
VII. Sustainable Development Best Practice Principles
VIII. Other reports
Two. Ratifications
I. The 2025 Business Report and Financial Statement for Ratification.
II. Earnings Appropriation and Loss Compensation for 2025 for Ratification.
Three. Discussions:
XI. Discussion on the Method of Director Election
Four. Other Proposals and Extempore Motions
Five. Adjournment
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One. Report Items:
I. The 2025 business report is presented for review.
Explanation: For the Company’s 2025 business report; please refer to page 9 of Attachment I.
II. The Audit Committee’s Review Report on the 2025 Financial Statements is presented for review.
Description:
(I) The 2025 Financial Statements of the Company have been audited by the CPA and reviewed by the Audit Committee. An Auditors’ Audit Report and Audit Committee’s Review Report have been issued accordingly; please refer to page 13 of Attachment II.
(II) The Audit Committee is required to declare the Review Report.
III. The report on bonus to employees and remuneration to directors for 2025 is submitted for review.
Description:
(I) According to Article 31 of the Articles of Incorporation, when the Company has a profit (i.e. income before tax less remuneration distributed to employees and directors) for any fiscal year, the Company shall allocate at least 2% of the balance remaining after accumulated losses are paid up, if any, as the remuneration to employees and no more than 2% thereof as the remuneration to directors.
(II) The Company had a net loss before tax in 2025, and no bonus to employees and remuneration to directors will be distributed.
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IV. The report on 2025 remuneration to directors is submitted for review.
Explanation: For the information on the remuneration to the directors, including the remuneration policy, contents of remuneration to individual directors and the amount, please refer to Page 14 of Attachment III.
V. The report on 2025 endorsements/ guarantees and loans to others is submitted for review.
Description:
(I) The limit of endorsements/ guarantees of the Company was NT$2,906,135 thousand as of December 31, 2025, and the actual amount of endorsements/ guarantee was NT$1,586,850 thousand. Please refer to page 15 of Attachment IV.
(II) The limit of the Company’s total loans to others was NT$1,162,454 thousand as of December 31, 2025, and the actual amount of total loans to others was NT$271,870 thousand. Please refer to page 16 of Attachment V.
(III) The proposal is hereby submitted to the shareholders' meeting according to the procedures for endorsements and guarantees.
VI. The report on 2025 significant transactions with related parties is presented for review.
Description:
(I) The Company has established the “Regulations Governing Financial Business Matters Concerning Affiliated Enterprises”, the content of which covers purchase and sale, acquisition or disposals of assets and management procedures for related transactions. These significant transactions shall be processed upon the resolution of the board meeting. Please refer to page 17 of Attachment VI.
(II) Report to the Shareholders Meeting in accordance with the operation
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procedure of the Company.
VII. Amendment to the Sustainable Development Best Practice Principles is presented for review.
Description:
(I) The Company amended its Sustainable Development Best Practice Principles in accordance with the letter No. 1140352230 issued by the Financial Supervisory Commission on August 25, 2025.
(II) Please refer to page 19 of Attachment VII for the Comparison Table of Sustainable Development Best Practice Principles Before and After Amendments and Articles Before Amendments.
VIII. The other reports are presented for review.
Description:
(I) Please refer to page 30 of Attachment VIII for the report on the Company’s treasury stock repurchase.
(II) The Company did not receive any proposals from shareholders in the period of proposal acceptance for presentation to the shareholders’ meeting.
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Two. Ratifications
I. Cause of motion: 2025 Business Report and Financial Statements for ratification. (Proposed by the board of director)
Description:
(I) The 2025 Business Report and Financial Statements of the Company have been audited by Zou Yi-Yun and Huang Hsin-Ting, CPAs of KPMG Taiwan, and reviewed by the Audit Committee. Please find attached the statements and business report. For additional information, please refer to pages 8~11 of Attachment I and pages 31~49 of Attachment IX.
(II) Please ratify.
Resolution:
II. Cause of motion: Proposal for appropriation of retained earnings to cover the loss in 205; please ratify. (Proposed by the board of director)
Description:
(I) The Company’s undistributed earnings at the beginning of the 2024 is NT$25,162,668, the net loss of the period is NT$105,301,321, the other comprehensive income is NT$250,985, the change in ownership equity of subsidiaries is NT$ 70,564,842, and the accumulated loss at the end of period is NT$9,322,826.
(II) No dividend payment will be distributed given the status of net loss in 2025.
(III) Please refer to page 50 of Attachment X for the Earnings Appropriation/Loss Compensation Table.
(IV) Please ratify.
Resolution:
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Three. Discussions:
I. Cause of motion: Please discuss the revision of the Company's “Method of Director Election”. (Proposed by the board of director)
Description:
(I) The Company’s Method of Director Election is revised in compliance with the revised Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Please refer to Attachment XI on pages 51~55 for the Comparison Table of Method of Director Election Before and After Amendments and Articles Before Amendments.
(II) Please discuss:
Resolution:
Four. Other Proposals and Extempore Motions :
Five. Adjournment
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Two. Attachment
Attachment I
TEX-RAY INDUSTRIAL CO., LTD.
Business Report
I. Operating Guideline
Radical trade protection policies reintroduced by the Trump administration in 2025 have exposed the global textile industry to the most severe supply chain turbulence since the cancellation of the quota system in the 1990s. A retaliatory tariff of over 60% is imposed on goods imported from China, and a general tariff of 10% to 20% on goods imported from all other regions. This has completely broken the global free trade framework in existence over the past 30 years, and forced brand companies to shift from a "cost-oriented" approach to "tariff avoidance-oriented". The textile supply chain is undergoing a rapid evolution from "China + 1" to "complete desinicization." Moreover, other important supply chain origins such as Vietnam, Mexico, and India are also affected. Under this changing landscape, the Company's presence in Eswatini has demonstrated key strategic resilience and become an important buffer against tariff fluctuations.
On the cost side, the production area in Vietnam has attracted significant investment, leading to rising wage levels (increased by 6.0% since July 2024, with a further increase of approximately 7.2% expected in January 2026). This is reducing the cost advantage of ready-made garment manufacturing. As such, the Company needs to accelerate its expansion into Southeast Asia, South Asia and Africa to mitigate labor, tariff and political risks. Meanwhile, in the face of the EU's expected carbon tariff (CBAM) imposition in 2027 and increasingly stringent ESG standards, the Company will accelerate smart manufacturing and green transformation, and leverage the "TSVAC TEX-RAY Seamless Value Added Chain" model to maintain a high degree of flexibility and production area scheduling capabilities, and continue to create value for shareholders.
II. Implementation Overview and Results
To effectively respond to market dynamics and ensure agility, the Company will remain flexible and make timely adjustments to the roles and functions of its regional operations:
(1) Taiwan Headquarters:
- The Taiwan headquarters aims to enhance its advantages in global operations,
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continue to develop new categories of customers, increase profits and expand the scale of operations, strengthen the efficiency of production and sales coordination, expand the development of functional products, as well as invest in R&D and innovation to improve the overall profit of the Company.
(2) Production areas in China:
Maintain lean operations to support regional sales demand. In addition to adjusting product types and replacing low-profit customers, the Company is carefully establishing a new production line in Yunnan Hekou. The production line is positioned for the domestic market and is being developed in phases. The Hekou plant benefits from lower labor costs which helps to reduce manufacturing expenses. The Company will start with small-scale trial production, prioritize the introduction of standardized product lines and strengthen management training to control initial risks, and gradually establish a cost-effective domestic production base.
(3) Production areas in Africa:
Expand market share in South Africa through vertically integrated weaving, dyeing, and garment production. The Company utilizes the equipment for "printing instead of dyeing" developed by its subsidiary Wileytex Technology to replace the old technology and processes and provide more environment-friendly products with ESG added value, and plans to add production lines to expand export markets in Europe and the U.S.
(4) Production areas in Vietnam:
In addition to improving the production efficiency of the plant, it is deepening collaboration with local strategic partners. In response to continuously rising wages in Vietnam (with significant increases for the past two years), the Company has actively introduced automation equipment and optimized manufacturing processes. Simultaneously, we flexibly adjusted global production capacity, moving some production to Eswatini and other new locations to stabilize overall profit structure and avoid a decline in competitiveness.
(5) Other businesses:
In addition to focusing on garment exports, the Company is actively developing different types of business indicators through group resource allocation to diversify the risks associated with fluctuations in a single industry. Among them, "King's Metal Fiber Technologies Co. Ltd." and "Taiwan Taiwan Supercritical Technology Co. Ltd." show the greatest potential for growth.
King's Metal Fiber Technologies Co. Ltd. has successfully transformed in
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recent years from traditional weaving to the field of high value-added professional specialty fibers. Its R&D focuses on industrial composite materials, including high-performance fire-retardant fabrics, high-strength and wear-resistant fibers, and precision filter meshes.
Taiwan Supercritical Technology Co. Ltd. achieved a recent high in sales last year. Its core “supercritical carbon dioxide extraction and cleaning technology” has made significant breakthroughs in semiconductor precision parts cleaning and biotechnology extraction, among other fields. Through the infusion of group financial resources and connection to global channels, Taiwan Supercritical Technology is transforming from an equipment manufacturer to a provider of comprehensive green process solutions.
III. The operating revenue and expenditure and budget execution
The Company did not prepare the financial forecast for 2026.
IV. Profitability Analysis
The Company's profitability was characterized by "low profits and large fluctuations" in 2025. In the first half of 2025, the textile supply chain production schedule was disrupted by the Trump administration's tariffs, which increased additional costs and led to a decline in gross profit margin. Industry demand recovered in the second half of the year to stabilize operations, but profitability remained weak, indicating the Company was still in a phase of operational adjustment and structure improvement. Going forward, we need to improve the gross profit structure and cost control to enhance overall profitability.
V. Research and development status
The Company continued to invest in research and development in 2025, focusing on upgrading product technology and strengthening its long-term competitive advantage. This investment was made in line with global trends in the textile industry toward functionalization, sustainability, and intelligent manufacturing, and R&D strategies and resource allocation were planned accordingly. In terms of product R&D, we continued to deepen the development of functional textiles, focusing on comfortable, durable, and multi-functional integrated product design, and strengthened our own technical capabilities to increase product added value. At the same time, leveraging a vertically integrated business model and
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a complete supply chain system spanning yarn, fabric, and garment production, the Company was able to quickly introduce R&D results into mass production, enhancing market responsiveness and customer service efficiency. In terms of processing technology, the Company actively promotes process optimization and technology upgrades, and introduces advanced equipment and automation systems to improve production efficiency and product quality stability. Furthermore, the quality control mechanism is continuously refined to ensure products meet the high standards of international brand customers and to reduce resource consumption and waste during the production process. In terms of sustainable development, in response to the EU's 2027 carbon tariff policy, the Company actively inventories its carbon footprint and has developed a patented "printing and dyeing replacement" environmental solution. It also actively invests in the research and development of environmentally friendly materials and low-carbon manufacturing processes, promotes energy-saving and emission-reduction measures, and continues to manage carbon emissions and improve environmental performance. By incorporating the sustainability concept into product design and process development, the Company not only complies with international regulations and customer requirements, but also enhances its overall ESG performance. Moreover, the Company continues to promote digital transformation, gradually introducing information systems and intelligent tools into its research and development and operational management processes to improve R&D efficiency and decision-making quality, and strengthen cross-departmental integration capabilities to build a flexible operational system. In summary, the Company's research and development in 2025 focused on technological innovation, process optimization, and sustainable development. Through continuous investment and systematic management, we strengthened product competitiveness and corporate operating resilience, and laid a solid foundation for future long-term development.
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
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Attachment II
Audit Committee's Report
The Audit Committee
The Company's 2025 financial statements, consolidated financial statements, 2025 business report, and earnings appropriation/loss compensation table submitted by the Board of Directors have been audited by Zou Yi-Yun and Huang Hsin-Ting, CPAs of KPMG Taiwan. The Audit Committee has reviewed these documents and found no discrepancies. Therefore, in accordance with Article 219 of the Company Act, a report has been prepared for your verification.
To
2026 General Shareholders' Meeting of TEX-RAY INDUSTRIAL CO., LTD.
Audit Committee of TEX-RAY INDUSTRIAL CO., LTD.
Convener: Tsai Chao-Lun
March 26, 2026
Attachment III. Compensation to directors (including independent directors)
Unit: NTD thousand; December 31, 2025
| Job title | Name | Compensation to directors | Total remuneration (A+B+C+D) and its ratio to net income (%) (Note 10) | Employee compensation received by directors | Total remuneration (A+B+C+D+E+F+G) and its ratio to net income (%) (Note 10) | Compensation from investees other than subsidiaries or from the parent company (Note 11) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Return (A) (Note 2) | Retirement Pension (B) | Remuneration to directors (C) (Note 3) | Professional practice fees (D) (Note 4) | Salary, bonus and special allowance, et al. (E) (Note 5) | Retirement Pension (F) | Remuneration to employees (G) (Note 6) | |||||||||||||||||
| The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | The Company | All companies in the financial statements (Note 7) | ||||||
| Amount in cash | Amount in stock | Amount in cash | Amount in stock | ||||||||||||||||||||
| Chairman | Ray Lin | 1,000 | 1,000 | 0 | 0 | 0 | 0 | 54 | 96 | 1,054-1.0093 | 1,096-1.04083 | 1,960 | 2,400 | 0 | 0 | 0 | 0 | 0 | 0 | 3,014-2.8623 | 3,496-3.3200 | 0 | |
| Vice Chairman | Wan-Kuei Yao | 700 | 700 | 0 | 0 | 0 | 0 | 48 | 48 | 748-0.7103 | 748-0.7103 | 1,940 | 3,440 | 108 | 108 | 0 | 0 | 0 | 0 | 2,796-2.6552 | 4,296-4.0797 | 0 | |
| Director | Chang Nei-Wen (Note1) | Representative of YUEDA Textile Financial Holding Limited (BVI) | 0 | 0 | 0 | 0 | 0 | 0 | 54 | 54 | 54-0.0512 | 54-0.0512 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 54-0.0512 | 54-0.0512 | 0 |
| Director | Tai Chun | 0 | 0 | 0 | 0 | 0 | 0 | 54 | 54 | 54-0.0512 | 54-0.0512 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 54-0.0512 | 54-0.0512 | 0 | ||
| Director | Lin Tsung-Yi | 0 | 0 | 0 | 0 | 0 | 0 | 48 | 84 | 48-0.0455 | 48-0.0455 | 5,091 | 5,091 | 108 | 108 | 0 | 0 | 0 | 0 | 5,247-4.9829 | 5,283-5.0170 | 0 | |
| Director | He Yu | 0 | 0 | 0 | 0 | 0 | 0 | 54 | 54 | 54-0.0512 | 54-0.0512 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 54-0.0512 | 54-0.0512 | 0 | |
| Director | Representative of Suehua Weide Co., Ltd.: Yang Chia-Yin | 0 | 0 | 0 | 0 | 0 | 0 | 54 | 54 | 54-0.0512 | 54-0.0512 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 54-0.0512 | 54-0.0512 | 0 | |
| Independent Director | Tsai Chao-Lun | 800 | 800 | 0 | 0 | 0 | 0 | 54 | 54 | 854-0.8110 | 854-0.8110 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 854-0.8110 | 854-0.8110 | 0 | |
| Independent Director | Chu Hsing-Hua | 800 | 800 | 0 | 0 | 0 | 0 | 54 | 54 | 854-0.8110 | 854-0.8110 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 854-0.8110 | 854-0.8110 | 0 | |
| Independent Director | Lin Cheng-Te | 800 | 800 | 0 | 0 | 0 | 0 | 54 | 54 | 854-0.8110 | 854-0.8110 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 854-0.8110 | 854-0.8110 | 0 | |
| Independent Director | Chen Wen-He | 800 | 800 | 0 | 0 | 0 | 0 | 54 | 54 | 854-0.8110 | 854-0.8110 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 854-0.8110 | 854-0.8110 | 0 | |
| Subtotal | 4,900 | 4,900 | 0 | 0 | 0 | 0 | 582 | 660 | 5,482-5.2060 | 5,560-5.2801 | 8,991 | 10,931 | 216 | 216 | 0 | 0 | 0 | 0 | 14,689-13.9495 | 16,707-15.8659 | 0 |
The Company has adopted the "Regulations Governing Appraisal on Performance of the Board of Directors and Functional Committees," and "Regulations Governing Payment of Compensation to Directors" as the basis for evaluation on independent directors and the other directors. If the Company records a profit in a year, the Company shall set aside no more than $2\%$ thereof as the remuneration to directors, and then reasonable amount is paid in consideration of the Company's overall business performance, future business risk and industrial development trend, and also in reference to personal performance achievement level and contribution to the Company's operating efficiency. The directors who provide endorsements/ guarantees are paid a fixed remuneration. The general directors only receive the transportation allowance and no remuneration. The independent directors receive the fixed remuneration (payable once per quarter) determined by the Board of Directors, while they are not allowed to participate in the Company's remuneration distribution when profit is sought. Chairman Lin, the Vice Chairman Yao and Director Lin concurrently perform the duties of the Group's operations and management, and receive a fixed monthly salary with a reasonable remuneration in line with the industry standard.
Attachment IV. Status of Endorsements/ guarantees
| Name of the endorser/ guarantor | Entity for which the endorsement/ guarantee is made | Endorsement guarantee limit for a single enterprise | Maximum endorsement/ guarantee balance for this period | Ending endorsement/ guarantee balance | Actual amount disbursed | Amount of property pledged for endorsements/ guarantees | Ratio of accumulated endorsement/ guarantee amount to the net worth in the most recent financial statements | Upper limit of endorsement/ guarantee | Endorsement guarantee provided by the parent to subsidiary | Endorsement guarantee provided by the subsidiary to parent | Endorsement/ guarantee in mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of the company | Relationship (Note 1) | |||||||||||
| The Company | Jiangsu Texray | 2 | $ 1,453,068 | 1,054,458 | 812,717 | 506,265 | 266,008 | 27.97% | 2,906,135 | Y | N | Y |
| The Company | Tex-ray Apparel Co., Ltd. | 2 | 1,453,068 | 167,668 | 148,196 | 95,524 | 102,148 | 5.10% | 2,906,135 | Y | N | Y |
| The Company | TEX-RAY(VN) | 2 | 1,453,068 | 49,808 | 47,145 | 47,145 | - | 1.62% | 2,906,135 | Y | N | N |
| The Company | Tex-ray (Shanghai) Industrial Co., Ltd. | 2 | 1,453,068 | 109,816 | 107,792 | 47,159 | - | 3.71% | 2,906,135 | Y | N | Y |
| The Company | TAIWAN SUPERCRITICAL TECHNOLOGY CO., LTD. | 2 | 1,453,068 | 20,000 | 20,000 | - | - | 0.69% | 2,906,135 | Y | N | N |
| The Company | AIQ SMART CLOTHING INC. | 2 | 1,453,068 | 171,000 | 171,000 | 105,100 | 68,638 | 5.88% | 2,906,135 | Y | N | N |
| The Company | WILEYTEX Technology Co., Ltd. | 2 | 1,453,068 | 280,000 | 280,000 | 134,638 | 71,450 | 9.63% | 2,906,135 | Y | N | N |
| Tex-ray (Shanghai) Industrial Co., Ltd. | Kunshan Dongyi | 2 | 479,330 | 45,756 | 44,913 | 18,864 | - | 9.37% | 718,995 | N | N | Y |
| Jiangsu Texray | Tex-ray Apparel Co., Ltd. | 4 | 1,453,068 | 183,026 | 179,654 | 179,654 | 202,076 | 6.18% | 2,906,135 | N | N | Y |
Note 1: There are 6 types of relationship between the endorser/ guarantor and the endorsee/ guarantee as shown below. Please specify the type:
(1) A company with which it does business.
(2) A company in which the Company directly and indirectly holds more than $50\%$ of the voting shares.
(3) A company that directly and indirectly holds more than $50\%$ of the voting shares in the Company.
(4) A company in which the Company directly and indirectly holds more than $90\%$ of the voting shares.
(5) A company that fulfills its contractual obligations by providing mutual endorsements/ guarantees for the Company in the same industry or for joint builders for purposes of undertaking a construction project.
(6) A company in which all capital contributing shareholders make endorsements/ guarantees the jointly invested company in proportion to their shareholding percentages.
Note 2: The upper limit of endorsements/ guarantees shall not exceed $100\%$ of the net value in the latest financial report of the Company. Therefore, based on the net value in the latest financial report, the calculation limit is NT$2,906,135 thousand x $100\% = \mathrm{NT}\$ 2,906,135$ thousand.
Note 3: The upper limit of endorsements/ guarantees for a single enterprise shall not exceed $50\%$ of the net value in the latest financial report of the Company. Therefore, based on the net value in the latest financial report, the calculation limit is NT$2,906,135 thousand x $50\% = \mathrm{NT}\$ 1,453,068$ thousand.
Attachment V. Loaning of Funds to Others:
| Company lending funds | The borrower of the loan | Current accounts | Whether a related party | Maximum balance for the period | Balance at end of period | Actual amount disbursed | Interest rate range | Type of loans (Note 1) | Amount of business transactions | Reasons for necessary short-term financing | Provision for less amount | Collateral | Fund lending limit for individual objects | Aggregate fund lending limit | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Designation | Value | ||||||||||||||
| The Company | GOOD TIME | Other receivables- Related parties | Yes | $ 39,846 | 37,716 | 37,716 | 1% | 2 | - | Operating revenue turnover | - | - | - | 1,162,454 | 1,162,454 |
| The Company | TEX-RAY(VN) | " | Yes | 94,290 | 94,290 | 62,860 | 4% | 2 | - | Operating revenue turnover | - | - | - | 1,162,454 | 1,162,454 |
| The Company | Jiangsu Texray | " | Yes | 98,460 | 62,860 | - | 4% | 2 | - | Operating revenue turnover | - | - | - | 1,162,454 | 1,162,454 |
| The Company | AIQ S | " | Yes | 77,368 | 77,004 | 66,160 | 4% | 2 | - | Operating revenue turnover | - | - | - | 1,162,454 | 1,162,454 |
| Z-PLY(NY) | Jiangsu Texray | " | Yes | 132,820 | 125,720 | 125,720 | 2.5% | 2 | - | Operating revenue turnover | - | - | - | 229,941 | 344,912 |
| Tex-ray (Shanghai) Industrial Co., Ltd. | Jiangsu Texray | " | Yes | 274,539 | 269,481 | 223,983 | 5.5% | 2 | - | Operating revenue turnover | - | - | - | 479,330 | 718,995 |
| Tex-ray (Shanghai) Industrial Co., Ltd. | Tex-ray Apparel Co., Ltd. | " | Yes | 91,513 | 89,827 | - | 5.5% | 2 | - | Operating revenue turnover | - | - | - | 479,330 | 718,995 |
| Tex-ray (Shanghai) Industrial Co., Ltd. | AIQ (Zhejiang) | " | Yes | 68,635 | 67,370 | 65,484 | 5% | 2 | - | Operating revenue turnover | - | - | - | 191,732 | 191,732 |
| TEX-RAY (CAYMAN) | TEX-RAY (MEXICO) | " | Yes | 49,808 | - | - | - | 2 | - | Operating revenue turnover | - | - | - | 368,702 | 553,053 |
| TEX-RAY (MEXICO) | TEX-RAY (CAYMAN) | " | Yes | 110,005 | 110,005 | - | 4% | 2 | - | Operating revenue turnover | - | - | - | 331,449 | 497,173 |
Note 1: Loans of funds is divided into the following two types:
(1) The need for business dealings.
(2) The need for short-term financing.
Note 2: Since the maximum amount on financing is capped at $40\%$ of the Company's net worth, the net worth in the most recent financial report shall be used for calculation where the maximum amount is NT$ 2,906,135 thousand $\times 40\% = \mathrm{NT}\$ 1,162,454$ thousand.
Note 3: The loan amount for individual objects shall not exceed $40\%$ of the Company's net value. Therefore, based on the net value in the latest financial report, the limit is NT$2,906,135 thousand x $40\% = \mathrm{NT}\$ 1,162,454$ thousand.
Note 4: The maximum amount of financing is capped at $40\%$ of the net worth of the borrower company as stated in the financial statements. However, the maximum amount of financing between foreign subsidiaries held $100\%$ by the Company is limited to $150\%$ of the net worth in the lending company's financial statements.
Note 5: The loan amount to an individual entity shall not exceed $40\%$ of the subsidiary net worth as stated in the financial statements. However, the maximum amount of loans between foreign subsidiaries held $100\%$ by the Company to an individual entity shall not exceed $100\%$ of the subsidiaries' net worth of as stated in the financial statements.
Note 6: Said transactions have been written off when the consolidated financial statements were prepared.
Attachment VI. Significant transactions with related parties
- Operating revenue
The amount of significant sales from the Company to the related parties is as follows:
| Trading counterpart | Transaction amount in 2025 | Conditions | Whether the transaction price is calculated in accordance with the principles approved by the Board of Directors | Whether exceeding the upper limit of the annual transaction amount approved by the Board of Directors | Whether it is handled in accordance with the "Regulations Governing Financial Business Matters Concerning Affiliated Enterprises" |
|---|---|---|---|---|---|
| Subsidiary - Z-PLY(NY) | $ 639,063 | 45 days | Yes | No | Yes |
| Subsidiary | 233,813 | 30~60 days | Yes | No | Yes |
| $ 872,876 |
The Company sells products to related parties on a payment collection term of one to three months. When dealing with general suppliers, the price cannot be compared due to the difference in the specifications and styles of the order.
- Operating cost
(1) The monetary amount of the Company's purchase from related parties is as follows:
| Trading counterpart | Transaction amount in 2025 | Conditions | Whether the transaction price is calculated in accordance with the principles approved by the Board of Directors | Whether exceeding the upper limit of the annual transaction amount approved by the Board of Directors | Whether it is handled in accordance with the "Regulations Governing Financial Business Matters Concerning Affiliated Enterprises" |
|---|---|---|---|---|---|
| Subsidiary | $ 255,559 | 30~90 days | Yes | No | Yes |
The payment terms for the Company's purchase from the related parties is one to three months, which is equivalent to that of a general supplier, and the purchase price cannot be compared since the transactions with the related parties are all special model orders.
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(2) The amount of processing commissioned by the Company to the related parties is as follows:
| Trading counterpart | Transaction amount in 2025 | Conditions | Whether the transaction price is calculated in accordance with the principles approved by the Board of Directors | Whether exceeding the upper limit of the annual transaction amount approved by the Board of Directors | Whether it is handled in accordance with the "Regulations Governing Financial Business Matters Concerning Affiliated Enterprises" |
|---|---|---|---|---|---|
| Subsidiary - TEXRAY (VN) | $ 397,793 | 30 days | Yes | No | Yes |
| Subsidiary | 33,694 | 30~60 days | Yes | No | Yes |
| $ 431,487 |
For the Company's outsourcing transactions with related parties, prices and payment terms are negotiated separately according to the contents of the order. When necessary, prepayment may be made depending on the operating needs of the related party.
- Loans to related parties
Please refer to Attachment V "Loaning of Funds to Others" for the actual drawdown situation of the Company's loans to related parties:
- Endorsements/ guarantees
Please refer to Attachment IV "Status of Endorsements/ guarantees" for the Company's balance of endorsements/ guarantees provided to its subsidiaries for bank loans and material purchase loans as of December 31, 2025.
Attachment VII
TEX-RAY INDUSTRIAL CO., LTD. Comparison Table of Amendments to the Sustainable Development Best Practice Principles
| Number of article | Amended provisions | Current provisions | Description |
|---|---|---|---|
| Article 15 | The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: | ||
| I. Reduce resource and energy consumption of their products and services. | |||
| II. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | |||
| III. Improve recyclability and reusability of raw materials or products. | |||
| IV. Maximize the sustainability of renewable resources. | |||
| V. Enhance the durability of products. | |||
| VI. Improve efficiency of products and services. | |||
| VII. Enhance the conservation of marine or terrestrial biodiversity and ecosystems, as well as the sustainable use of resources and fair and reasonable benefits. | The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: | ||
| I. Reduce resource and energy consumption of their products and services. | |||
| II. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | |||
| III. Improve recyclability and reusability of raw materials or products. | |||
| IV. Maximize the sustainability of renewable resources. | |||
| V. Enhance the durability of products. | |||
| VI. Improve efficiency of products and services. | With reference to the United Nations Convention on Biological Diversity initiative and relevant laws and regulations on marine and natural conservation, the Company is advised to consider the impact of its operations on biodiversity and ecosystems to promote the sustainable operation of the enterprise. Therefore, the wording of this article has been amended and Paragraph VII has been added. |
| Number of article | Amended provisions | Current provisions | Description |
|---|---|---|---|
| Article 21 | The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. |
The Company is advised to establish industry-academia collaboration programs to develop talents for the industry.
The Company shall make and pursue reasonable employee benefit policies (including salaries, leave, and other fringe benefits), and shall reflect the result or success of operation on the remuneration to the employees for assuring the recruitment, keeping and motivation of human resources for achieving the goal of sustainable development. | The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | In order to promote industry-academia collaboration and student career development, businesses are encouraged to partner with schools to cultivate talents for mutual benefits.
Therefore, a new item 2 is added, and the original item 2 is adjusted to item 3 accordingly. |
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TEX-RAY INDUSTRIAL CO., LTD.
Sustainable Development Best Practice Principles
Approved by the Board of Directors on March 28, 2022
Article 1
To fulfill their corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, the Company establishes the Best Practice Principles for compliance.
Article 2
The Principles apply to the entire operations of the Company and its business group.
Article 3
The Company shall spare no effort in the practice of sustainable development while engaging in business operation in alignment with the international development trend. Through the performance of responsibility as a corporate citizen, the Company can enhance its contribution to the national economy, improve the quality of life for the employees, community, and the society as a whole, and bolster the competitive advantage for sustainable development.
Article 4
The Company shall pay attention to the rights of the stakeholders while pursuing sustainable development. In working on sustainable development and profit, the Company shall also value environmental, social and corporate governance factors and include these factors as a part of the management policies and business operation of the Company.
Article 5
The Company shall, in accordance with the materiality principle, conduct risk assessments of environmental, social and corporate governance issues pertaining to company operations and establish the relevant risk management policy or strategy.
Article 6
The Company shall practice sustainable development in accordance with the following principles:
I. Exercise corporate governance.
II. Foster a sustainable environment.
III. Preserve public welfare.
IV. Strengthen the disclosure of sustainable development information.
Article 7
The Company shall take the association between the development trend of the topics on sustainability and the core business of the enterprise into account, and the influence of the business activities of the Company and other group enterprises on the stakeholders thereby establish the policy and system of sustainable development, and related management policies and
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action plants subject to the passing of the Board and reporting to the Shareholders Meeting before implementation.
Article 8 When a shareholder proposes a motion involving sustainable development, the company's board of directors is advised to review and consider including it in the shareholders meeting agenda.
Article 9 The Company is advised to follow the Corporate Governance Best Practice Principles for TWSE/ gTSM Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/ gTSM Listed Companies, and the Code of Ethical Conduct for TWSE/ gTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
Article 10 The Directors owe a duty of care in due diligence to supervise the practice of the enterprise in sustainable development, and review the result and continue the improvement for assuring the proper pursuit of the policy of sustainable development.
Article 11 In pursuing the goal of the Company in sustainable development, the Board of the Company shall consider the interest of the stakeholders to its entirety which include the following:
I. Propose the mission or vision of sustainable development, and establish the policy, system or related management policies for sustainable development.
II. Include sustainable development as an integral part of the corporate activities and direction for development, and approve the action plans for sustainable development.
III. Assure the timely and accurate disclosure of information pertinent to sustainable development.
The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
Article 12 The Company is advised to organize education and training on topics of sustainable development including the promotion of the aforementioned topics.
Article 13 The Company is advised to build up a framework for the advocacy of sustainable development for vitalizing the management of sustainable
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development, and shall establish a designated full (part)-time body charged with sustainable development, and responsible for the proposal and implementation of the policies, systems or related management policies and action plans for sustainable development, and report to the Board at regular intervals.
Article 14
The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.
Article 15
It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.
Article 16
The Company shall identify the stakeholders of the Company for respecting the rights of the stakeholders, and establish a section for stakeholders at its official website. The Company shall seek to understand the reasonable expectation and need of the stakeholders through proper means of communications, and properly respond to the topics of sustainable development to the concern of the stakeholders.
Article 17
The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.
Article 18
The Company is advised to endeavor to utilize all resources more efficiently and use renewable materials with a low impact on the environment to improve sustainability of natural resources.
Article 19
The Company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
I. Collect from its business activities and assess the timely and complete information on the impact on the natural environment.
II. Set measurable goals for environmental sustainability and review the goals at regular intervals on the continuity and association of these goals.
III. Map out concrete or action plans for implementation with routine review of the result.
Article 20
The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold
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environment education courses for their managerial officers and other employees on a periodic basis.
Article 21
The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
I. Reduce resource and energy consumption of their products and services.
II. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
III. Improve recyclability and reusability of raw materials or products.
IV. Maximize the sustainability of renewable resources.
V. Enhance the durability of products.
VI. Improve efficiency of products and services.
Article 22
To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures.
The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.
Article 23
The Company is advised to assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt climate related measures.
The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
I. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
II. Indirect greenhouse gas emissions: emissions resulting from the utilization of energy such as imported electricity, heating, or steam.
III. Other indirect greenhouse gas emissions: emissions generated from the Company's activities that are not the indirect energy emissions but from the emission sources owned or controlled by other
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companies.
The Company is advised to compile statistics on greenhouse gas emissions, volume of water consumption and total weight of waste and to establish policies for energy conservation, carbon and greenhouse gas reduction, reduction of water consumption or management of other wastes. The Companies' carbon reduction strategies should include obtaining carbon credits and be promoted accordingly to minimize the impact of their business operations on climate change.
Article 24
The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.
The Company to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:
I. Presenting a corporate policy or statement on human rights.
II. Evaluating the impact of the Company's business operations and internal management on human rights, and adopting corresponding handing processes.
III. Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
IV. In the event of any infringement of human rights, the company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.
The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The Company shall respond to
26
any employee's grievance in an appropriate manner.
Article 25
The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
Article 26
The Company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents.
The Company is advised to organize training on safety and health for their employees on a regular basis.
Article 27
The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, in order to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
Article 28
The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.
The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
Article 28-1
The Company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain,
professionalism of salespersons etc. The Company shall also develop relevant strategies and specific measures for implementation.
Article 29
The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
Article 30
The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries.
The Company shall follow relevant laws, regulations and international guidelines in regard to customer health and safety and customer privacy and marketing and labeling of its products and services, and shall not deceive, mislead, commit fraud or engage in any other acts which betray consumers' trust or damage consumers' rights or interests.
Article 31
The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society.
The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 32
The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
The Company is advised to establish supplier management policies and request suppliers to comply with rules governing issues such as environmental protection, occupational safety and health or labor rights. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of the suppliers' impact on the environment and society, and avoid conducting transactions with those with acts against the
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corporate social responsibility policy.
When the Company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.
Article 33
The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.
Article 34
The Company shall fully disclose reliable information relevant with sustainable development in accordance with applicable legal rules and Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies in information disclosure for enhancing information transparency.
The Company disclosed the following information on sustainable development:
I. The policies, system or related management policies and specific action plans passed by the Board on sustainable development.
II. The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
III. Goals and measures for promoting the sustainable development initiatives established by the Company, and performance in implementation.
IV. Major stakeholders and their concerns.
V. Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
VI. Other information related to sustainable development.
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Article 35
The Company compiles its Sustainability Report in accordance with the extensively adopted GRI or guide for disclosure of the sustainable development status, and has been accredited or assured by a third party for enhancing the reliability. The reports are advised to include:
- The sustainable development policy, system or related management strategy and promotion plan.
- Major stakeholders and their concerns.
- Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
- Future improvements and goals.
The Company pays close attention to the development of sustainable development related standards at home and abroad, as well as the changes in the business environment to review and improve the sustainable development system established by the Company, so as to enhance the performance in sustainable development.
The Operational Procedures are implemented upon the resolutions of the board of directors; the same applies to the amendment.
Attachment VIII Repurchase of Treasury Stock
TEX-RAY INDUSTRIAL CO., LTD.
Repurchase of treasury stock
April 14, 2026
| Repurchase period | 1st time in 2025 |
|---|---|
| Date of board resolution | 2025.04.18 |
| Purpose of purchase | Share transfer to employees |
| Type of shares repurchased | Common shares |
| Maximum aggregate amount of shares repurchased | NT$345,473,496 |
| Planned repurchase period | 2025.04.21~2025.06.20 |
| Number of units to be repurchased | 5,000,000 |
| Repurchase price range | NT$6.13~NT$10.50 |
| Type and quantity of shares repurchased | 2,950,000 |
| Value of shares repurchased | NT$26,144,594 |
| Percentage of quantity repurchased to planned repurchase quantity (%) | 59% |
IX. Financial Report
Independent Auditor’s Audit Report
To the Board of Directors of TEX-RAY INDUSTRIAL CO., LTD.:
Audit Opinion
We have audited the balance sheet of TEX-RAY INDUSTRIAL CO., LTD. on December 31, 2025 and 2024, and the comprehensive income statement, statement of changes in equity, and cash flow statement from January 1 to December 31, 2025 and 2024 as well as notes to the parent company only financial report (including the summary of significant accounting policies).
In our opinion, the parent company only financial report referred to above have been prepared, in all material respects, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and are fairly stated in terms of the financial position of the Company on December 31, 2025 and 2024, and the financial performance and cash flows from January 1 to December 31, 2025 and 2024.
Basis of the Audit Opinion
We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities section of the audit of the parent company only financial report. We are independent from the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing our audit opinion.
Key Audit Matters
A key audit matter is one that, in our professional judgment, is material to the audit of the parent company only financial statements of the Company for 2025. These matters were addressed in the context of our audit of the parent company only financial report as a whole, and we do not provide a separate opinion on these matters. The key audit matters in the audit of the consolidated financial statements are as follows:
I. Revenue recognition
For accounting policies related to revenue recognition, please refer to Note 4(15) of the parent company only financial report on revenue recognition. For details on revenue recognition, please refer to Note 6(16) of this parent company only financial report on revenue from customer contracts.
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Description of Key Audit Matters:
The Company is engaged in the garment and textile industry. In order to strengthen its international competitiveness, the Company adopts a business strategy of global layout to add overseas multi-point production and sales supply chains. However, the impact of local laws and political and economic changes in various countries has significantly increased, so its revenue recognition is a matter of high concern. Therefore, revenue recognition is one of the important evaluation items for us to perform the audit of the parent company only financial report.
Corresponding audit procedures:
Our main audit procedures for the above-mentioned key audit matters included: understanding the control mechanism of the Company's internal control system regarding sales receipts and revenue recognition, and conducting detailed revenue testing, spot checks on orders, shipments, invoices, accounts receivable, and collection operations, or issuing letters to confirm the appropriateness of revenue recognition for major customers' sales records. In addition, we spot checked transactions before and after the balance sheet date, verified relevant transaction documents, and evaluated whether the timing of revenue recognition was appropriate.
II. Impairment assessment of accounts receivable
Please refer to Note 4(6) of the parent company only financial report for detailed accounting policies regarding impairment of accounts receivable; please refer to Note 5(1) of the parent company only financial report for detailed accounting estimates and assumptions regarding the evaluation of accounts receivable as of the financial reporting date; please refer to Note 6(3) of the parent company only financial report for a detailed explanation of accounts receivable items.
Description of Key Audit Matters:
On December 31, 2025, the accounts receivable amount of the Company was NT$260,376 thousand. Considering that our trading partners are dispersed in different industries and geographical regions, the management of customer credit risk is important. Therefore, accounts receivable is one of the important evaluation items for us to perform the audit of the parent company only financial report.
Corresponding audit procedures:
Our main audit procedures for the above-mentioned key audit matter include: spot checking the control mechanism of the Company's customer credit evaluation, and analyzing the accounts receivable aging table and past collection experience and post-inspection collection records, in order to confirm that the impairment of accounts receivable has been appropriately evaluated.
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Responsibilities of the Management and the Governance Unit for the Parent Company Only Financial Report
The management is responsible for following the Regulations Governing the Preparation of Financial Reports by Securities Issuers for the preparation of the parent company only financial report in a fair manner, and maintain necessary internal controls related to the preparation of the parent company only financial report to ensure that there are no material misstatements resulting from fraud or error in the parent company only financial report.
In preparing the parent company only financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing matters related to going concern and using the going concern basis of accounting unless management intends to either liquidate the Company or to cease its operations, or has no realistic alternative but to do so.
The Company’s governance unit (including the Audit Committee) is responsible for overseeing the financial reporting process.
Responsibilities of the Independent Auditor for the Parent Company Only Financial Report
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report. Reasonable assurance means a high level of assurance, but an audit conducted in accordance with the Generally Accepted Auditing Standards of the Republic of China does not provide assurance that material misstatements in the parent company only financial report can be detected. Misstatements may arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the parent company only financial report.
We exercised professional judgment and professional suspicion when conducting the audit in accordance with the auditing standards of the Republic of China. We also performed the following tasks:
-
Identify and assess the risks of material misstatement of the parent company only financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we need to draw the user’s attention in our auditors’ report to the related disclosures in the parent company only financial report 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 audit report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial report, including the disclosures, and whether the parent company only financial report represents the underlying transactions and events in a fair manner.
-
Obtain sufficient and appropriate audit evidence for the financial information of investee companies using the equity method to express opinions on the parent company only financial report. We are responsible for the guidance, supervision and execution of the audit for the Company, and forming our audit opinion on the Group.
We communicate with the governance unit regarding, among other matters, the planned scope and timing of the audit, and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provided the governance unit with a statement that the personnel of our affiliated accounting firm who are subject to independence regulations have complied with the declaration of independence in the Code of Ethics for CPAs of the Republic of China, and have communicated with the governing unit all relationships and other matters that may be considered to affect our independence (including relevant protective measures).
From the matters communicated with the governance unit, we determined the key audit matters in the audit of the Company’s parent company only financial report for 2025. We describe these matters in our audit report unless the laws or regulations preclude the public disclosure of specific matters, or we, in extremely rare circumstances, determine that specific matters should not be communicated in our audit report because the adverse consequences of such communication can be reasonably expected to outweigh the public interest.
KPMG in Taiwan
Name of CPAs:
Certification approval number of the securities regulator
Jin-Guan-Zheng-Shen-Zi No. 1130332775
Jin-Guan-Zheng-Shen-Zi No. 1100333824
March 26, 2026
TEX-RAY INDUSTRIAL CO., LTD.
Balance Sheet
December 31, 2025 and 2024
Unit: NTD Thousand
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and Equity | 2025.12.31 | 2024.12.31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Current liabilities: | Amount | % | Amount | % | ||||
| Current assets: | 2100 | Short-term borrowings (Note 6(9)) | $ 720,000 | 12 | 475,000 | 8 | ||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 660,918 | 11 | 622,771 | 10 | 2110 | Short-term notes payable (Note 6(10)) | 629,044 | 10 | 788,998 | 13 | |
| 1161 | Notes receivable - related party (Note VII) | 68 | - | 143 | - | 2150 | Notes payable | 1,155 | - | 1,158 | - | |
| 1170 | Accounts receivable, net (Notes 6(3) and (16)) | 284,432 | 5 | 389,964 | 6 | 2170 | Accounts payable | 203,489 | 3 | 247,116 | 4 | |
| 1181 | Accounts receivable - related party (Notes 6(16) and 7) | 260,376 | 3 | 142,523 | 2 | 2180 | Accounts payable - related parties (Note 7) | 24,908 | - | 26,518 | - | |
| 1200 | Other receivables | 5,995 | - | 5,286 | - | 2200 | Other payables (Note 7) | 83,557 | 2 | 98,729 | 1 | |
| 1210 | Other payables - related party (Note 7) | 170,379 | 3 | 138,391 | 2 | 2230 | Current tax liabilities | 7,458 | - | 1,766 | - | |
| 1220 | Current tax assets | 6,943 | - | 5,642 | - | 2280 | Current lease liabilities | 7,140 | - | 7,032 | - | |
| 1310 | Inventories, manufacturing business (Note 6(4)) | 156,550 | 2 | 243,082 | 4 | 2320 | Long-term liabilities, current portion (Note 6(11)) | 51,793 | 1 | 50,561 | 1 | |
| 1410 | Prepayments (Notes 7) | 33,078 | 1 | 172,194 | 3 | 2300 | Other receivables (Note 7) | 8,608 | - | 2,394 | - | |
| 1470 | Other current assets | 380 | - | 101 | - | 1,737,152 | 28 | 1,699,272 | 27 | |||
| 1476 | Other current financial assets (Notes 6(8) and 8) | 283,989 | 5 | 262,266 | 4 | |||||||
| 1,863,108 | 30 | 1,982,363 | 31 | Non-current liabilities: | ||||||||
| 2540 | Long-term borrowings (Note 6(11)) | 1,440,531 | 23 | 1,414,152 | 23 | |||||||
| Non-current assets: | 2570 | Deferred tax liabilities (Note 6(13)) | 181,832 | 3 | 180,873 | 3 | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Notes 6(2)) | 44,744 | 1 | 41,044 | 1 | 2580 | Non-current lease liabilities | 6,472 | - | 13,148 | - | |
| 1550 | Investment accounted for using the equity method (Notes 6(5) and 7) | 2,717,050 | 43 | 2,547,568 | 41 | 2670 | Other non-current liabilities, others | 810 | - | 831 | - | |
| 1600 | Property, plant and equipment (Notes 6(6) and 8) | 402,264 | 6 | 410,491 | 7 | 1,629,645 | 26 | 1,609,004 | 26 | |||
| 1755 | Right-of-use assets | 13,341 | - | 19,933 | - | |||||||
| 1760 | Investment property, net (Notes 6(7) and 8) | 1,069,096 | 17 | 1,079,515 | 18 | 3,366,797 | 54 | 3,308,276 | 53 | |||
| 1780 | Intangible assets | 1,533 | - | 3,350 | - | |||||||
| 1840 | Deferred tax assets (Note 6(13)) | 12,537 | - | 10,831 | - | |||||||
| 1960 | Non-current prepayments for investments | 46,860 | 1 | - | - | |||||||
| 1980 | Other non-current financial assets (Notes 6(8) and 8) | 102,399 | 2 | 103,438 | 2 | |||||||
| 4,409,824 | 70 | 4,216,170 | 69 | Total liabilities | ||||||||
| 2,906,135 | 46 | 2,890,257 | 47 | |||||||||
| Total equity | ||||||||||||
| Total Liabilities and Equity | ||||||||||||
| Total assets | $ 6,272,932 | 100 | 6,198,533 | 100 |
Total assets
(please refer to the attached notes to the parent company only financial report)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
TEX-RAY INDUSTRIAL CO., LTD.
Comprehensive Income Statement
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 6(16) and 7) | $ 2,672,071 | 100 | 2,503,280 | 100 |
| 5000 | Operating costs (Notes 6(4) and 7) | 2,425,283 | 91 | 2,215,274 | 88 |
| 5900 | Gross profit | 246,788 | 9 | 288,006 | 12 |
| 5910 | Less: Unrealized sales profit or loss | (12,538) | - | (9,584) | - |
| 5920 | Add: Realized sales profit or loss | 9,584 | - | 4,224 | - |
| 5950 | Gross profit | 243,834 | 9 | 282,646 | 12 |
| 6000 | Operating expense (Notes 6(12) and 7): | ||||
| 6100 | Selling expenses | 180,268 | 7 | 176,697 | 7 |
| 6200 | Administrative expenses (Note 6(17)) | 140,624 | 5 | 142,567 | 6 |
| 6300 | Commissions expense | 26,918 | 1 | 25,500 | 1 |
| 6450 | Reversal of expected credit impairment losses (Note 6(3)) | 3,625 | - | 2,490 | - |
| 351,435 | 13 | 347,254 | 14 | ||
| 6900 | Net operating loss | (107,601) | (4) | (64,608) | (2) |
| 7000 | Non-operating revenue and expense: | ||||
| 7010 | Operating revenue (Notes 6(18) and 7) | 12,742 | - | 14,597 | - |
| 7020 | Other income and losses (Note 6(7), (18) and 7) | (29,708) | (1) | 97,898 | 4 |
| 7100 | Interest expense (Notes 6(18) and 7) | 33,645 | 1 | 38,719 | 1 |
| 7070 | Share of profit and loss of subsidiaries and affiliated enterprises using the equity method | 55,815 | 2 | 88,576 | 3 |
| 7510 | Interest expense (Note 6(18)) | (62,384) | (2) | (56,903) | (2) |
| 10,110 | - | 182,887 | 6 | ||
| Profit (loss) from continuing operations before tax | (97,491) | (4) | 118,279 | 4 | |
| 7950 | Less: Income tax expense (Note 6(13)) | 7,810 | - | 9,939 | - |
| Profit (loss) | (105,301) | (4) | 108,340 | 4 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | - | - | 1,950 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income, parent | - | - | (6,165) | - |
| 8330 | Share of other comprehensive income of subsidiaries and affiliated enterprises using the equity method that will not be reclassified to profit or loss | 251 | - | (22,854) | (1) |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | (654) | - |
| Total components of other comprehensive income that will not be reclassified to profit or loss | 251 | - | (26,415) | (1) | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | 148,529 | 6 | 43,566 | 2 |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Total components of other comprehensive income that will be reclassified to profit or loss | 148,529 | 6 | 43,566 | 2 | |
| 8300 | Current other comprehensive income | 148,780 | 6 | 17,151 | 1 |
| 8500 | Current total comprehensive income | $ 43,479 | 2 | 125,491 | 5 |
| Earnings (loss) per share (Note 6(15)) | |||||
| 9750 | Basic earnings (loss) per share (NT$) | $ (0.45) | 0.46 | ||
| 9850 | Diluted earnings (loss) per share (NT$) | $ (0.45) | 0.46 |
(please refer to the attached notes to the parent company only financial report)
Chairman:
Ray Lin
Manager:
Tsung-Yi Lin
Accounting Supervisor:
Chien-Chung Wu
TEX-RAY INDUSTRIAL CO., LTD.
Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| Ordinary share | Capital surplus | Retained earnings | Exchange differences on translation | Other equity interest | Treasury stock | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Undistributed earnings | Total | Unrealised gains (losses) on financial assets measured at fair value through other comprehensive income | Revaluation surplus | Total | ||||||
| Balance on January 1, 2024 | $ 2,336,247 | 254,267 | 177,178 | (82,857) | 94,321 | (900,059) | (109,888) | 1,089,625 | 79,678 | - | 2,764,513 |
| Net income | - | - | - | 108,340 | 108,340 | - | - | - | - | - | 108,340 |
| Current other comprehensive income | - | - | - | 2,476 | 2,476 | 43,566 | (28,891) | - | 14,675 | - | 17,151 |
| Current total comprehensive income | - | - | - | 110,816 | 110,816 | 43,566 | (28,891) | - | 14,675 | - | 125,491 |
| Changes in ownership interests in subsidiaries | - | 253 | - | - | - | - | - | - | - | - | 253 |
| Balance on December 31, 2024 | 2,336,247 | 254,520 | 177,178 | 27,959 | 205,137 | (856,493) | (138,779) | 1,089,625 | 94,353 | - | 2,890,257 |
| Net loss in current period | - | - | - | (105,301) | (105,301) | - | - | - | - | - | (105,301) |
| Current other comprehensive income | - | - | - | 251 | 251 | 148,529 | - | - | 148,529 | - | 148,780 |
| Current total comprehensive income | - | - | - | (105,050) | (105,050) | 148,529 | - | - | 148,529 | - | 43,479 |
| Allocation and distribution of earnings: Legal reserve appropriated | - | - | 2,797 | (2,797) | - | - | - | - | - | - | - |
| Repurchase of treasury stock | - | - | - | - | - | - | - | - | - | (26,145) | (26,145) |
| Changes in ownership interests in subsidiaries | - | - | - | 70,565 | 70,565 | - | - | (70,565) | (70,565) | - | - |
| Purchase of subsidiary shares on the public market | - | (1,456) | - | - | - | - | - | - | - | - | (1,456) |
| Balance on December 31, 2025 | $ 2,336,247 | 253,064 | 179,975 | (9,323) | 170,652 | (707,964) | (138,779) | 1,019,060 | 172,317 | (26,145) | 2,906,135 |
(please refer to the attached notes to the parent company only financial report)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
TEX-RAY INDUSTRIAL CO., LTD.
Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
Cash flows from (used in) operating activities:
Net (loss) income before tax in the current period
$ (97,491) 118,279
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense 15,775 17,019
Amortization expense 1,817 2,577
Reversal of expected credit impairment losses 3,625 2,490
Interest expense 62,384 56,903
Interest income (33,645) (38,719)
Dividend income (330) (256)
Share of profit and loss of subsidiaries and affiliated enterprises 5,88,576
using the equity method
Gains on disposals of scraps and property, plant and equipment - (38)
Unrealized sales profit 2,954 5,360
Loss on fair value adjustment, investment property 8,680 5,580
Other income (2,185) (11,643)
Profit from lease modification - (297)
Total adjustments to reconcile profit (loss) 3,260 (49,600)
Changes in operating assets and liabilities
Decrease (increase) in notes receivable - related party 75 (143)
Decrease (increase) in accounts receivable 101,907 (149,751)
Increase in accounts receivable - related parties (117,853) (77,152)
DIncrease in other receivables (709) (2,539)
Increase in other receivables - related parties (31,988) (11,547)
Decrease in inventory 86,532 13,708
Decrease (increase) in prepayments 139,116 (38,469)
Decrease (increase) in other current assets (279) 131
Total changes in operating assets 176,801 (265,762)
Changes in operating liabilities:
Increase (decrease) in notes payable (3) 3
Increase (decrease) in accounts payable (43,627) 44,109
Decrease (increase) in accounts payable - related parties (1,610) 8,625
(Decrease) increase in other payables (13,761) 10,248
Decrease (increase) in other payables - related parties (2,101) 1,597
Increase (decrease) in other current liabilities 6,214 (4,819)
Increase in net defined benefit liabilities - 5,323
Decrease in other liabilities (21) (129)
Total changes in operating liabilities (54,909) 64,957
Total changes in operating assets and liabilities 121,892 (200,805)
Total adjustments 125,152 (250,405)
Cash inflow (outflow) from operations
Interest received 27,661 (132,126)
Interest paid 33,645 38,719
Interest paid (61,694) (55,810)
Income tax paid (4,166) (8,770)
Net cash outflow used in operating activities (4,554) (157,987)
38
TEX-RAY INDUSTRIAL CO., LTD.
CASH FLOW STATEMENT (CONTINUED)
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (3,700) | (13,280) |
| Acquisition of investment accounted for using the equity method | (2,819) | - |
| Increase in prepayments for investments | (46,860) | - |
| Capital reduction and return of share capital of investee accounted for using the equity method | - | 125,359 |
| Acquisition of property, plant and equipment | (326) | (631) |
| Proceeds from disposal of property, plant and equipment | - | 181 |
| Acquisition of intangible assets | - | (446) |
| Increase in other financial assets | (20,684) | (148,854) |
| Dividends received | 37,776 | 29,639 |
| Net cash outflow used in investing activities | (36,613) | (8,032) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 720,000 | 1,230,000 |
| Decrease in short-term loans | (475,000) | (1,075,000) |
| Increase in short-term notes payable | 3,000,046 | 3,229,716 |
| Decrease in short-term notes payable | (3,160,000) | (3,150,000) |
| Proceeds from long-term debt | 27,611 | - |
| Repayments of long-term debt | - | (49,577) |
| Payments of lease liabilities | (7,198) | (6,679) |
| Cost of repurchasing treasury stock | (26,145) | - |
| Net cash inflow from financing activities | 79,314 | 178,460 |
| Increase (decrease) in current cash and cash equivalents | 38,147 | 12,441 |
| Cash and cash equivalents at beginning of period | 622,771 | 610,330 |
| Cash and cash equivalents at end of period | $ 660,918 | 622,771 |
(please refer to the attached notes to the parent company only financial report)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
39
(please refer to the attached notes to the parent company only financial report)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
40
Independent Auditor’s Audit Report
To the Board of Directors of TEX-RAY INDUSTRIAL CO., LTD.:
Audit Opinion
We have audited the consolidated balance sheet of TEX-RAY INDUSTRIAL CO., LTD. and its subsidiaries (the “Group”) as of December 31, 2025 and 2024, and the consolidated comprehensive income statement, consolidated statement of changes in equity and consolidated cash flow statement from January 1 to December 31, 2025 and 2024 as well as notes to the consolidated financial report (including the summary of significant accounting policies).
In our opinion, the consolidated financial statements referred to above have been prepared, in all material respects, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretation Announcements issued by the Financial Supervisory Commission, and are fairly stated in terms of the consolidated financial position of the Group on December 31, 2025 and 2024, and the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2025 and 2024.
Basis of the Audit Opinion
We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities section of the audit of the consolidated financial report. We are independent from the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing our audit opinion.
Key Audit Matters
A key audit matter is one that, in our professional judgment, is material to the audit of the consolidated financial statements of Group for 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and we do not provide a separate opinion on these matters. The key audit matters in the audit of the consolidated financial statements are as follows:
I. Revenue recognition
For accounting policies related to revenue recognition, please refer to Note 4(15) of the consolidated financial report on revenue recognition. For details on revenue recognition, please refer to Note 6(19) of this consolidated financial report on revenue from customer contracts.
41
Description of Key Audit Matters:
The Group is engaged in the garment and textile industry. In order to strengthen its international competitiveness, the Group adopts a business strategy of global layout to add overseas multi-point production and sales supply chains. However, the impact of local laws and political and economic changes in various countries has significantly increased, so its revenue recognition is a matter of high concern. Therefore, revenue recognition is one of the important evaluation items for us to perform the audit of the Group's consolidated financial report.
Corresponding audit procedures:
Our main audit procedures for the above-mentioned key audit matters included: understanding the control mechanism of the Group's internal control system regarding sales receipts and revenue recognition, and conducting detailed revenue testing, spot checks on orders, shipments, invoices, accounts receivable, and collection operations, or issuing letters to confirm the appropriateness of revenue recognition for major customers' sales records. In addition, we spot checked transactions before and after the balance sheet date, verified relevant transaction documents, and evaluated whether the timing of revenue recognition was appropriate.
II. Impairment assessment of accounts receivable
Please refer to Note 4(7) of the consolidated financial report for detailed accounting policies regarding impairment of accounts receivable; please refer to Note 5(1) of the consolidated financial report for detailed accounting estimates and assumptions regarding the evaluation of accounts receivable as of the financial reporting date; please refer to Note 6(3) of the consolidated financial report for a detailed explanation of accounts receivable items.
Description of Key Audit Matters:
On December 31, 2025, the accounts receivable amount of the Group was NT$913,756 thousand. Considering that its trading partners are dispersed in different industries and geographical regions, the management of its customer credit risk is important. Therefore, accounts receivable is one of the important evaluation items for us to perform the audit of the Group's consolidated financial report.
Corresponding audit procedures:
Our main audit procedures for the above-mentioned key audit matters include: spot checking the control mechanism of the Group's customer credit evaluation, analyzing the accounts receivable aging table and past collection experience and post-inspection collection records to confirm that the impairment of accounts receivable has been appropriately evaluated.
Other Matters
TEX-RAY INDUSTRIAL CO., LTD. already prepared its individual financial reports for 2025 and 2024, and we have issued an unqualified audit report for reference.
42
43
Responsibilities of the Management and the Governance Unit for the Consolidated Financial Report
The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, and interpretations and interpretation announcements for the preparation of the consolidated financial report in a fair manner, and maintain necessary internal controls related to the preparation of the consolidated financial report to ensure that there are no material misstatements resulting from fraud or error in the consolidated financial report.
In preparing the consolidated financial statements, the management is responsible for assessing the Group’s ability to continue as a going concern, disclosing matters related to going concern and using the going concern basis of accounting unless management intends to either liquidate the Group or to cease its operations, or has no realistic alternative but to do so.
The Group’s governance unit (including the Audit Committee) is responsible for overseeing the financial reporting process.
Responsibilities of the Independent Auditor for the Consolidated Financial Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report. Reasonable assurance means a high level of assurance, but an audit conducted in accordance with the Generally Accepted Auditing Standards of the Republic of China does not provide assurance that material misstatements in the consolidated financial report can be detected. Misstatements may arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial report.
We exercised professional judgment and professional suspicion when conducting the audit in accordance with the auditing standards of the Republic of China. We also performed the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we need to draw the user’s attention in our auditors’ report to the related disclosures in the consolidated financial report 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 audit report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial report, including the disclosures, and whether the consolidated financial report represents the underlying transactions and events in a fair manner.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial report. We are responsible for the guidance, supervision and execution of the audit for the Group, and forming our audit opinion on the Group.
We communicate with the governance unit regarding, among other matters, the planned scope and timing of the audit, and significant audit findings (including any significant deficiencies in internal control that we identify during our audit).
We also provided the governance unit with a statement that the personnel of our affiliated accounting firm who are subject to independence regulations have complied with the declaration of independence in the Code of Ethics for CPAs of the Republic of China, and have communicated with the governing unit all relationships and other matters that may be considered to affect our independence (including relevant protective measures).
From the matters communicated with the governance unit, we determined the key audit matters in the audit of the Group’s consolidated financial report of 2025. We describe these matters in our audit report unless the laws or regulations preclude the public disclosure of specific matters, or we, in extremely rare circumstances, determine that specific matters should not be communicated in our audit report because the adverse consequences of such communication can be reasonably expected to outweigh the public interest.
KPMG in Taiwan
Name of CPAs:
Certification approval number of the securities regulator
: Jin-Guan-Zheng-Shen-Zi No. 1130332775
: Jin-Guan-Zheng-Shen-Zi No. 1100333824
March 26, 2026
TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: NTD Thousand
| Assets | 2025.12.31 | 2024.12.31 | 2025.12.31 | 2024.12.31 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Liabilities and Equity | Amount | % | Amount | % | |
| Current assets: | Current liabilities: | ||||||||
| 1100 Cash and cash equivalents (Note 6(1)) | $ 1,699,419 | 19 | 2,240,133 | 26 | 2100 Short-term borrowings (Note 6(10)) | $ 1,817,569 | 21 | 1,466,911 | 17 |
| 1150 Notes receivable, net (Notes 6(3) and (19)) | 3,314 | - | 4,257 | - | 2110 Short-term notes payable (Note 6(11)) | 629,044 | 7 | 788,998 | 9 |
| 1170 Accounts receivable, net (Notes 6(3) and (19)) | 913,756 | 11 | 936,938 | 11 | 2130 Current contract liabilities (Notes 6(19) and 7) | 69,092 | 1 | 105,907 | 1 |
| 1200 Other receivables | 104,164 | 1 | 106,719 | 1 | 2150 Notes payable | 2,151 | - | 1,990 | - |
| 1220 Current tax assets | 22,669 | - | 8,689 | - | 2170 Accounts payable | 402,034 | 4 | 459,005 | 5 |
| 1310 Inventories, manufacturing business (Note 6(4)) | 855,388 | 10 | 921,437 | 11 | 2200 Other payables (Note 7) | 290,726 | 3 | 323,907 | 4 |
| 1410 Prepayments | 99,627 | 1 | 114,751 | 1 | 2220 Other payables - related party (Note 7) | 134,760 | 2 | 85,434 | 1 |
| 1470 Other current assets | 5,477 | - | 6,563 | - | 2230 Current tax liabilities | 28,079 | - | 31,477 | - |
| 1476 Other current financial assets (Notes 6(9) and 8) | 874,508 | 11 | 306,137 | 4 | 2280 Current lease liabilities (Note 6(13)) | 57,763 | 1 | 50,890 | 1 |
| 4,578,322 | 53 | 4,645,624 | 54 | 2320 Long-term liabilities, current portion (Note 6(12)) | 141,316 | 2 | 159,366 | 2 | |
| 2300 Other current liabilities | 6,345 | - | 8,811 | - | |||||
| Non-current assets: | 3,578,879 | 41 | 3,482,696 | 40 | |||||
| 1517 Non-current financial assets at fair value through other comprehensive income (Notes 6(2)) | 44,744 | - | 41,044 | - | Non-current liabilities: | ||||
| 1600 Property, plant and equipment (Notes 6(5) and 8) | 1,858,618 | 21 | 1,896,267 | 22 | 2540 Long-term borrowings (Note 6(12)) | 1,931,621 | 22 | 1,969,195 | 23 |
| 1755 Right-of-use assets(Notes 6(6) and 8) | 150,371 | 2 | 196,076 | 2 | 2570 Deferred tax liabilities (Note 6(16)) | 183,384 | 2 | 182,180 | 2 |
| 1760 Investment property, net (Notes 6(7) and 8) | 1,390,842 | 16 | 1,493,161 | 17 | 2580 Non-current lease liabilities (Note 6(13)) | 51,043 | 1 | 102,348 | 1 |
| 1780 Intangible assets (Note 6(8)) | 253,539 | 3 | 264,660 | 3 | 2670 Net defined benefit liability, non - current (Note 6(15)) | - | - | 256 | - |
| 1840 Deferred tax assets (Note 6(16)) | 21,198 | - | 20,543 | - | 2670 Other non-current liabilities, others | 6,234 | - | 7,634 | - |
| 1960 Non-current prepayments for investments | 46,860 | 1 | - | - | 2,172,282 | 25 | 2,261,613 | 26 | |
| 1980 Other non-current financial assets (Notes 6(9), 8 and 9) | 352,895 | 4 | 135,331 | 2 | 5,751,161 | 66 | 5,744,309 | 66 | |
| 1975 Net defined benefit liability - on-current (Note 6(15)) | 487 | - | - | - | |||||
| 1990 Other non-current assets, others | 27,911 | - | 47,733 | - | 2,336,247 | 26 | 2,336,247 | 27 | |
| 4,147,465 | 47 | 4,094,815 | 46 | 253,064 | 3 | 254,520 | 3 | ||
| 170,652 | 2 | 205,137 | 2 | ||||||
| 172,317 | 2 | 94,353 | 1 | ||||||
| (26,145) | - | - | - | ||||||
| 2,906,135 | 33 | 2,890,257 | 33 | ||||||
| 68,491 | 1 | 105,873 | 1 | ||||||
| 2,974,626 | 34 | 2,996,130 | 34 | ||||||
| $ 8,725,787 | 100 | 8,740,439 | 100 | ||||||
| Total assets | $ 8,725,787 | 100 | 8,740,439 | 100 |
Total assets
(Please refer to the enclosed notes to the consolidated financial statements)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Income Statement
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Notes 6(19)) | $ 5,149,512 | 100 | 5,037,103 | 100 |
| 5000 | Operating costs (Notes 6(4), (8) and (15)) | 4,160,897 | 81 | 3,975,688 | 79 |
| 5900 | Gross profit | 988,615 | 19 | 1,061,415 | 21 |
| 6000 | Operating expenses (Notes 6(8), (13), (15) and (20)): | ||||
| 6100 | Selling expenses | 404,097 | 8 | 407,812 | 8 |
| 6200 | Administrative expenses | 495,330 | 9 | 466,165 | 9 |
| 6300 | Commissions expense | 100,947 | 2 | 129,768 | 3 |
| 6450 | Expected credit losses (reversal gains) (Note 6(3)) | (9,567) | - | (8,232) | - |
| 990,807 | 19 | 995,513 | 20 | ||
| 6900 | Net operating (loss) profit | (2,192) | - | 65,902 | 1 |
| 7000 | Non-operating income and expense (Note 6(21)): | ||||
| 7010 | Other income | 12,608 | - | 12,399 | - |
| 7020 | Other gains and losses | (33,048) | - | 117,687 | 2 |
| 7100 | Interest income | 104,951 | 2 | 104,025 | 2 |
| 7510 | Interest expense (Notes 6(13) and 7) | (129,967) | (3) | (125,873) | (2) |
| (45,456) | (1) | 108,238 | 2 | ||
| 7900 | Net (loss) profit before tax | (47,648) | (1) | 174,140 | 3 |
| 7950 | Less: Income tax expense (Note 6(16)) | 72,138 | 1 | 95,009 | 2 |
| Profit (loss) | (119,786) | (2) | 79,131 | 1 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Gains (losses) on remeasurements of defined benefit plans | 422 | - | 1,734 | - |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income, parent | - | - | (29,801) | (1) |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | (654) | - |
| Total components of other comprehensive income that will not be reclassified to profit or loss | 422 | - | (27,413) | (1) | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation | 148,481 | 3 | 43,103 | 1 |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Total components of other comprehensive income that will be reclassified to profit or loss | 148,481 | 3 | 43,103 | 1 | |
| 8300 | Current other comprehensive income | 148,903 | 3 | 15,690 | - |
| 8500 | Current total comprehensive income | $ 29,117 | 1 | 94,821 | 1 |
| 8600 | Net income (loss) attributable to: | ||||
| 8610 | Owners of parent | $ (105,301) | (2) | 108,340 | 1 |
| 8620 | Non-controlling equity | (14,485) | - | (29,209) | - |
| $ (119,786) | (2) | 79,131 | 1 | ||
| 8700 | Total comprehensive income attributable to owners of parent | ||||
| 8710 | Owners of parent | $ 43,479 | 1 | 125,491 | 2 |
| 8720 | Non-controlling equity | (14,362) | - | (30,670) | (1) |
| $ 29,117 | 1 | 94,821 | 1 | ||
| 9750 | Earnings (loss) per share (Note 6(18)) | ||||
| Basic earnings (loss) per share (NT$) | $ | (0.45) | 0.46 | ||
| 9850 | Diluted earnings (loss) per share (NT$) | $ | (0.45) | 0.46 |
(Please refer to the enclosed notes to the consolidated financial statements)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| Equity attributable to owners of the parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary share | Capital surplus | Retained earnings | Other equity interest | |||||||||
| Legal reserve | Undistributed earnings | Total | Exchange differences on translation | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | Revaluation surplus | Treasury stock | Equity attributable to owners of the parent | Non-controlling equity | Total equity | |||
| Balance on January 1, 2024 | $ 2,336,247 | 254,267 | 177,178 | (82,857) | 94,321 | (900,059) | (109,888) | 1,089,625 | - | 2,764,513 | 138,045 | 2,902,558 |
| Net income (loss) | - | - | - | 108,340 | 108,340 | - | - | - | - | 108,340 | (29,209) | 79,131 |
| Current other comprehensive income | - | - | - | 2,476 | 2,476 | 43,566 | (28,891) | - | - | 17,151 | (1,461) | 15,690 |
| Current total comprehensive income | - | - | - | 110,816 | 110,816 | 43,566 | (28,891) | - | - | 125,491 | (30,670) | 94,821 |
| Changes in ownership interests in subsidiaries | - | 253 | - | - | - | - | - | - | - | 253 | (253) | - |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | - | - | (1,249) | (1,249) |
| Balance on December 31, 2024 | 2,336,247 | 254,520 | 177,178 | 27,959 | 205,137 | (856,493) | (138,779) | 1,089,625 | - | 2,890,257 | 105,873 | 2,996,130 |
| Net loss in current period | - | - | - | (105,301) | (105,301) | - | - | - | - | (105,301) | (14,485) | (119,786) |
| Current other comprehensive income | - | - | - | 251 | 251 | 148,529 | - | - | - | 148,780 | 123 | 148,903 |
| Current total comprehensive income | - | - | - | (105,050) | (105,050) | 148,529 | - | - | - | 43,479 | (14,362) | 29,117 |
| Allocation and distribution of earnings: Legal reserve appropriated | - | - | 2,797 | (2,797) | - | - | - | - | - | - | - | - |
| Repurchase of treasury stock | - | - | - | - | - | - | - | - | (26,145) | (26,145) | - | (26,145) |
| Disposal of investment property | - | - | - | 70,565 | 70,565 | - | - | (70,565) | - | - | - | - |
| Purchase of subsidiary shares on the public market | - | (1,456) | - | - | - | - | - | - | - | (1,456) | (1,363) | (2,819) |
| The subsidiary distributes cash dividends to the non-controlling interests | - | - | - | - | - | - | - | - | - | - | (21,657) | (21,657) |
| Balance on December 31, 2025 | $ 2,336,247 | 253,064 | 179,975 | (9,323) | 170,652 | (707,964) | (138,779) | 1,019,060 | (26,145) | 2,906,135 | 68,491 | 2,974,626 |
(Please refer to the enclosed notes to the consolidated financial statements)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
Cash flows from (used in) operating activities:
Net (loss) income before tax in the current period
$ (47,648) 174,140
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense 217,842 212,271
Amortization expense 9,909 10,347
Reversal of expected credit losses (9,567) (8,232)
Interest expense 129,967 125,873
Interest income (104,951) (104,025)
Dividend income (330) (256)
Loss on disposal of property, plant and equipment 1,682 17
Gains on fair value adjustment, investment property 17,961 (5,193)
Profit from lease modification (12) (434)
Total adjustments to reconcile profit (loss) 262,501 230,368
Changes in operating assets and liabilities
Decrease in notes receivable 1,325 18,608
Decrease (increase) in accounts receivable 119,655 (269,295)
Decrease in other receivables 16,673 30,904
Decrease (increase) in inventory 143,838 (4,781)
Decrease (increase) in prepayments 20,633 20,027
Decrease (increase) in other current assets 1,764 (45)
Increase (decrease) in net defined benefit assets (321) -
Decrease (increase) in contract liabilities (40,074) 9,945
Increase (decrease) in notes payable 161 (5,272)
Increase (decrease) in accounts payable (86,116) 16,054
(Decrease) increase in other payables (11,972) 38,652
Increase in other payable to related parties 40,849 11,882
Increase (decrease) in other current liabilities 8,068 (5,597)
Decrease in net defined benefit liability - (4,110)
Increase (decrease) in other liabilities (2,405) 484
Total changes in operating assets and liabilities 212,078 (142,544)
Total adjustments 474,579 87,824
Cash inflow generated from operations
Interest received 104,951 104,025
Interest paid (128,937) (126,989)
Income tax paid (85,694) (75,856)
Net cash inflow from operating activities 317,251 163,144
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TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED CASH FLOW STATEMENT (CONTINUED)
January 1 to December 31, 2025 and 2024
Unit: NTD thousand
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (3,700) | (13,280) |
| Acquisition of property, plant and equipment | (50,689) | (126,308) |
| Proceeds from disposal of property, plant and equipment | 2,784 | 1,640 |
| Acquisition of intangible assets | (5,215) | (5,890) |
| Disposal of investment property | (111,647) | - |
| Increase in other financial assets | (652,100) | (178,689) |
| Increase in other non-current assets | (67,944) | (42,073) |
| Increase in prepayments for investments | (46,860) | - |
| Dividends received | 330 | 256 |
| Net cash outflow used in investing activities | (935,041) | (364,344) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 2,031,775 | 2,470,693 |
| Decrease in short-term loans | (1,681,117) | (2,248,858) |
| Increase in short-term notes payable | 3,000,046 | 2,340,000 |
| Decrease in short-term notes payable | (3,160,000) | (2,260,000) |
| Proceeds from long-term debt | 620,000 | 185,611 |
| Repayments of long-term debt | (672,204) | (136,909) |
| Payments of lease liabilities | (57,513) | (51,946) |
| Cost of repurchasing treasury stock | (26,145) | - |
| Cash dividends paid to non-controlling interests | (21,657) | (17,285) |
| Change in non-controlling interests | (2,819) | - |
| Net cash inflow from financing activities | 30,366 | 281,306 |
| Effect of exchange rate changes on cash and cash equivalents | 46,710 | 57,339 |
| Net increase (decrease) in cash and cash equivalents | (540,714) | 137,445 |
| Cash and cash equivalents at beginning of period | 2,240,133 | 2,102,688 |
| Cash and cash equivalents at end of period | $ 1,699,419 | 2,240,133 |
(Please refer to the enclosed notes to the consolidated financial statements)
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
Attachment X
TEX-RAY INDUSTRIAL CO., LTD.
2025 Earnings Appropriation/Loss Compensation Table
Unit: NT$
| Item | Amount | Remark |
|---|---|---|
| Undistributed earnings in the beginning of the period | 25,162,668 | In case of profits after final accounts of the Company in the year, the Company shall firstly withhold the taxes, make up for the accumulated losses, set aside 10% as legal surplus reserve, and then calculate or reserve special surplus reserve according to the applicable laws and regulations. In case of any surplus, the Board of Directors shall prepare a distribution proposal together with the undistributed profits of the previous years, and submit the proposal to the shareholders' meeting for resolution on distribution. The Company is at the stage of growth, and adopts the residual dividend policy. The Company shall work out the capital demands in the next few years based on the future budget plan, and shall retain profits for working capital so as to avoid excessive dilution. Dividends on the shares shall not exceed 50% of the dividend bonus of the year. The remaining balance shall be allocated in the form of cash dividends. |
| Net loss in current period | (105,301,321) | |
| Other comprehensive income | 250,985 | |
| Changes in ownership interests in subsidiaries | 70,564,842 | |
| Accumulated losses at the end of the period | (9,322,826) |
Note: No dividend payment to the employees and directors given the status of net loss in 2025.
Chairman: Ray Lin
Manager: Tsung-Yi Lin
Accounting Supervisor: Chien-Chung Wu
Attachment XI
TEX-RAY INDUSTRIAL CO., LTD. Comparison Table of Method of Director Election Before and After Amendments
| Number of article | Amended provisions | Current provisions | Description |
|---|---|---|---|
| Article 3 | Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set forth in Article 192-1 of the Company Act. On the composition of the board of directors, diversity shall be taken into consideration. Based on the Company's own operation, business model, and development needs, it is advisable to formulate appropriate diversification policies, including but not limited to the following two standards: I. Basic requirements and values: Gender, age, nationality, and culture. II. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, industry experience, etc. All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. The overall abilities that they should possess are as follows: I. The ability to make judgments about operations. II. Accounting and financial analysis ability. III. Business management ability. IV. Crisis management ability. V. Knowledge of the industry. VI. An international market perspective. VII. Leadership ability. VIII. Decision-making ability. | Elections of the Company's directors shall be conducted in accordance with the candidate nomination system and procedures specified in Article 192-1 of the Company Act. To conduct reviews of the candidates' qualifications, education level, work experience, background, and the existence of any matters set forth in Article 30 of the Company Act, other certification documents for qualification requirements shall not be added arbitrarily, and the review results shall be provided to the shareholders for reference to facilitate the election of suitable directors. | In accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the requirements for board diversity were added, and the wording was adjusted as appropriate to comply with actual operations. |
| Number of article | Amended provisions | Current provisions | Description |
|---|---|---|---|
| More than half of the director seats shall not be given to directors’ spouses or relatives within the second degree of kinship. | |||
| The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation. | |||
| Article 6 | Deleted. | If the candidate is a shareholder, the voters must fill in the name in the “Candidate” column of the ballot with the candidate’s shareholder account name and number noted. If the candidate is not a shareholder, the name and the ID card number or passport number of the candidate should be filled in the said column of the ballot. However, when the government or corporate shareholder is a candidate, the title of the government or corporate should be filled in the “Candidate” column of the ballot with the name of its representative stated. If there is more than one representative appointed, they can be selected separately. | The wording was revised and adjusted to comply with actual operations. |
| Article 7 | A ballot is invalid in case of any of the following circumstances: | ||
| I. The ballots prepared by the person with the power of convocation are not used. | |||
| II. A blank ballot is placed in the ballot box. | |||
| III. The writing is unclear and indecipherable or has been altered. | |||
| IV. The candidate filled in is not on the list of director candidates after verification. | |||
| V. Other texts are filled in other than the number of allocated voting rights. | A ballot shall be deemed invalid in case of any of the following circumstances. | ||
| I. The ballot is not prepared in accordance with the provisions of the “Regulations.” | |||
| II. A blank ballot is placed in the ballot box. | |||
| III. The writing is unclear and indecipherable or has been altered. | |||
| IV. The candidate whose name is entered in the ballot is a shareholder and his/her account name and shareholder account number does not conform to the shareholder registry, or the candidate | The wording was revised and adjusted to comply with actual operations. |
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| Number of article | Amended provisions | Current provisions | Description |
|---|---|---|---|
| whose name is entered in the ballot is not a shareholder and does not conform to the name and identity card number provided. | |||
| V. Other words or marks are entered in addition to the name (title) of the candidate and the shareholder number (or ID card number). | |||
| VI. The name (title) or the shareholder number (or ID card number) of the candidate is not filled. | |||
| VII. Two or more candidates are indicated on the same ballot. | |||
| Article 9 | Deleted. | The board of the Company shall issue election certificates to the directors elected. | The wording was revised and adjusted to comply with actual operations. |
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Attachment XI
(Provision before amendment)
TEX-RAY INDUSTRIAL CO., LTD.
Method of Director Election
Approved by the board of directors on March 26, 2020
Article 1: Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.
Article 2: The registered cumulative voting method shall be adopted for the election of the Company's directors. Each share shall have the number of voting rights equal to the directors to be elected in accordance with the law. One candidate may be cast for a centralized election or several candidates may be allocated, and the ones with the greatest number of voting rights shall be elected in sequential order. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. When the Company elects independent directors in accordance with its Articles of Incorporation, the elections of independent directors and non-independent directors shall be conducted at the same time and counted separately. The independent director election shall be carried out in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and related laws and regulations.
Article 3: Elections of the Company's directors shall be conducted in accordance with the candidate nomination system and procedures specified in Article 192-1 of the Company Act. To conduct reviews of the candidates' qualifications, education, working experience, background, and the existence of any matters set forth in Article 30 of the Company Act, other certification documents for qualification requirements shall not be added arbitrarily, and the review results shall be provided to the shareholders for reference to facilitate the election of suitable directors.
Article 4: Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
Article 5: Ballots shall be prepared by the board of directors and shall be coded according to the serial numbers of the attendance cards, plus the number of voting rights.
Article 6: If the candidate is a shareholder, the voter must fill in the name in the "Candidate" column of the ballot with the candidate's shareholder account name and number noted. If the candidate is not a shareholder, the name and the ID card number or passport number of the candidate should be filled in the said column of the ballot. However, when the government or corporate shareholder is a candidate, the title of the government or corporate should be filled in the "Candidate" column of the ballot with
54
the name of its representative stated. If there is more than one representative appointed, they can be selected separately.
Article 7: A ballot shall be deemed invalid under any of the following circumstances.
I. The ballot is not prepared in accordance with the provisions of the "Regulations."
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot is a shareholder and his/her account name and shareholder account number does not conform to the shareholder registry, or the candidate whose name is entered in the ballot is not a shareholder and does not conform to the name and identity card number provided.
V. Other words or marks are entered in addition to the name (title) of the candidate and the shareholder number (or ID card number).
VI. The name (title) or the shareholder number (or ID card number) of the candidate is not filled.
VII. Two or more candidates are indicated on the same ballot.
Article 8: The voting rights shall be calculated on-site immediately after the end of the poll; and the results of the calculation shall be announced by the chair on the site.
Article 9: The board of directors of the Company shall issue notifications to the persons elected as directors.
Article 10: These Regulations and all amendments thereto shall be enforced upon approval by a shareholders' meeting.
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Attachment XII
TEX-RAY INDUSTRIAL CO., LTD. Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is duly incorporated in accordance with the Company Act and bears the name of TEX-RAY INDUSTRIAL CO., LTD.
The Company’s English name is TEX-RAY INDUSTRIAL CO., LTD.
Article 2: The Company is engaged in the following business:
I. C301010 Spinning of Yarn
II. C302010 Weaving of Textiles
III. C303010 Manufacture of Non-woven Fabrics
IV. C305010 Printing, Dyeing, and Finishing
V. C306010 Wearing Apparel
VI. C307010 Clothing Accessories
VII. CJ01010 Hat Manufacturing
VIII. F102040 Wholesale of Nonalcoholic Beverages
IX. F102050 Wholesale of Tea Leaves
X. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
XI. F113010 Wholesale of machinery
XII. F301010 Department Stores
XIII. I501010 Product Designing
XIV. I502010 Clothing Designing
XV. IG02010 Research and Development Service
Article 2-1: The Company's reinvestment shall be handled in accordance with the resolution of the board of directors, and the total investment amount may exceed 40% of the Company's paid-in share capital, and the Company may provide external guarantees for industry peers.
Article 3: The Company is established in Taipei, and may establish branches at home and abroad where necessary at the resolution of the Board.
Article 4: The Company shall make an announcement by advertising on an eye-catching page of local newspapers, with a letter sent.
Chapter 2 Shares
Article 5: The Company has authorized capital of NT$3,000,000,000 evenly split into 300,000,000 shares at NT$10/share. The Board is authorized to offer the shares in tranches where necessary.
The Company shall reserve NT$100 million out of the aforementioned authorized capital for the issuance of employee stock options for 10,000,000 shares at NT$10 per share. The Board is authorized to issue them in tranches.
Article 6: The Company issues registered shares and each share certificate shall be affixed
56
with the names or seals of at least 3 Directors with the assignment of serial number subject to the certification of the competent authority or an approved share registration agent before release. The Company may not print physical share certificate but register with the central depository of securities.
Article 7: Shareholders shall present the impression card of their specimen seals to the Company for record. The same procedure is applicable to any amendment thereto. All shareholders shall use the specimen seal identical with the sample on the impression card for claiming dividend or exercising any other rights.
Article 8: The administration of shareholder service and share registration of the Company shall be governed by the “Directions for the Administration of Investor Service by Public Companies” of the competent authority and other applicable legal rules.
Article 9: Registration of share transfer is prohibited in the period of 60 days prior to the scheduled date of a regular session of the Shareholders Meeting, a period of 30 days prior to the scheduled date of a special session of the Shareholders Meeting, or a period of 5 days prior to the ex-dividend day or any other day of other interest.
Chapter 3 Shareholders' Meeting
Article 10: The Shareholders Meeting may convene in regular session or special session.
I. The Shareholders Meeting shall convene in regular session once a year within 6 months after the end of the fiscal year, and shall be called by the Board.
II. An extraordinary shareholders’ meeting may be convened in accordance with related laws and regulations.
Article 11: The notice shall be given to each shareholder thirty days prior to a regular shareholders' meeting, or fifteen days prior to the interim shareholders' meeting, stating the date, place and purpose of the meeting.
The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 12: Unless the Company Act provides otherwise, the resolution of a shareholders’ meeting shall be made in a meeting with the presence of shareholders representing more than half of the outstanding shares issued by the Company, and the consent of a majority of the votes represented by the shareholders present.
Article 13: Shareholders are entitled to one vote for the holding of each share except for restricted shares or shares bearing no voting right as prescribed in Item 2, Article 179 of the Company Act.
Article 14: If a shareholder cannot attend the shareholders’ meeting in person, this shareholder may appoint a proxy to attend with the use of the power of attorney prepared by the Company and specify the scope of authorization therein. The attendance by proxy to Shareholders Meeting shall be governed by Article 177 of the Company Act and also the “Regulations Governing the Use of Proxies for Attendance at
57
Shareholder Meetings of Public Companies” promulgated by the competent authority.
Article 15: If a shareholders' meeting is convened by the Board, the Chairman of the Board shall act as the meeting chairman. In the absence of the Chairman due to a leave or for other reasons, the Vice Chairman shall act as the proxy for the Chairman. If there is no Vice Chairman or the Vice Chairman is also absent due to a leave or for other reasons, the Chairman shall appoint one director as the proxy. If not, the directors shall nominate one among themselves to act as the meeting chairman.
Article 16: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or stamped by the meeting chairman and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
The production and release of the minute of meeting on record as mentioned may be made by announcement.
The minute of meeting on record shall be kept within the perpetuity of the Company. The sign-in registry of the shareholders and the sign-in cards, and the power of attorney submitted by the proxies for attending the Shareholders Meeting shall be kept for at least one year. In the event of lawsuit instated by shareholders pursuant to Article 189 of the Company Act, the aforementioned documents shall be kept until the final ruling of the legal proceedings.
Chapter 4 Directors and Supervisors
Article 17: The Company shall establish 9 to 13 seats of Directors of which at least 3 shall be reserved for Independent Directors. The number of Independent Directors shall not fall below 1/5 of the total seats of Directors and each has tenure of 3 years. The Company shall adopt the candidate nomination system for the election of Directors. The candidates shall be elected by the Shareholders Meeting from the list of candidates nominated for the election.
The professional qualification requirement, restriction of shareholding and holding concurrent position, the determination of the status of independence, the method of nomination and election to office and other matters of compliance shall be governed by applicable legal rules.
The Board of the Company shall establish and Audit Committee staffed with Independent Directors as members. The committee shall consist of at least 3 members of whom one shall act as the convenor. At least one member shall be expertise in accounting or finance. The function of the Audit Committee and other matters of compliance shall be governed by applicable legal rules or the Articles of Incorporation of the Company.
Article 18: The proportion of total shares held by all directors shall be governed by related rules and regulations of the competent securities authority.
Article 19: If 1/3 of the seats of directors are vacant or all independent directors are relieved
58
from office, the Board shall call an extraordinary shareholders' meeting to hold a by-election of directors to fill the vacancies. The Director Elects to fill the vacancies shall have tenure covering the remainder of the term left behind by the predecessors. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
Article 20: The Chairman or Vice Chairman shall be appointed by the Board of Directors in a shareholders' meeting attended by at least 2/3 of the directors, with the consent of at least half of the directors present. The Chairman represents the Company externally. In the absence of the Chairman due to leave taking or for other reasons, the Vice Chairman shall act as the proxy for the Chairman. In the absence of the Vice Chairman due to a leave or for other reasons, the Chairman shall appoint one directors to act as the proxy. If not, the directors shall elect one among themselves to act as the proxy of the Chairman.
Article 21: The Board of Directors shall be organized by directors to decide all business policies and important matters. The Board shall establish different functional committees under its direct supervision.
Article 22: Unless the Company Act provides otherwise, a board resolution shall be made in a meeting with the presence of more than half of the directors, and the consent of a majority of the directors present. If a director cannot attend a board meeting in person, the director may appoint another director as the proxy to attend, but one director may act as the proxy of only one other director. If the Board convenes via videoconferencing, Directors who participate in the videoconference shall be deemed attending the session in person. The parliamentary procedure of the Board shall be governed by the "Rules of Procedure for the Board" of the Company.
Article 23: The board meeting shall be convened at least once every quarter, and the reasons for the meeting shall be notified to all directors 7 days in advance. However, a meeting may be called in the event of an emergency. Meeting notice of the Board may be made by correspondence, fax, or E-mail.
Article 24: The function to be performed by supervisors under the Company Act, Securities and Exchange Act, and other applicable laws shall be taken over by the Audit Committee, except the part stated in Paragraph 4, Article 14-4 of the Securities and Exchange Act.
The rules related to the act of the supervisors or the representative of the Company under the Company Act as stated in Paragraph 4, Article 14-4 of the Securities and Exchange Act shall apply mutatis mutandis to the independent directors of the Audit Committee.
Article 25: The directors (including independent directors) shall be remunerated by the Company for performing the assigned duties of the Company notwithstanding of
59
the profit status of the Company. The Board is authorized to determine the remuneration to directors commensurate with their level of participation in the operation of the Company and the contribution value, which shall be agreed upon within the maximum salary range specified in the Company's Regulations Governing the Administration of Salaries. If the Company has account surplus, dividend shall be paid pursuant to Article 31.
The Company shall take professional liability insurance for the protection of the Directors.
Chapter 5 Managers
Article 26: The Company may appoint managers, and the appointment, dismissal and remuneration shall be governed by the Company Act.
Article 27: The Company may employ consultants or key personnel by board resolution.
Article 28: The President shall appoint or dismiss all other employees and report to the Board for record.
Chapter 6 Accounting
Article 29: The fiscal year of the Company starts on January 1 and ends on December 31 each year.
Article 30: The Board of the Company shall prepare the following statements and reports at the end of the fiscal year: (I) Business report. (II) Financial statements. (III) The proposal for the distribution of earnings or appropriation for covering carryforward loss, and present to the Shareholders Meeting in regular session for ratification 30 days prior to the scheduled date of the regular session. The distribution of the aforementioned statements and reports may be made by announcement.
Article 31: If the Company generates a profit in the year, 2% should be allocated as employees' remuneration (no less than 50% of this employees' remuneration amount should be adjusted or distributed to grassroots employees), which will be distributed in stock or cash by board resolution. The distribution targets may include subordinate company employees who met certain conditions. The Company may allocate no more than 2% of the above profit amount as director's remuneration by board resolution. Employees' and directors' remuneration distribution proposals shall be submitted to the shareholders' meeting for reporting. But when the Company still has a cumulative loss, it should reserve the amount to be compensated in advance, and then allocate employees' remuneration and directors' remuneration according to the proportion mentioned in the preceding paragraph.
Article 31-1: In case of profits after final accounts of the Company in the year, the Company shall firstly withhold the taxes, make up for the accumulated losses, set aside 10% as legal surplus reserve, and then calculate or reserve special surplus reserve according to the applicable laws and regulations. In case of any surplus, the Board of Directors shall prepare a distribution proposal together with the undistributed
60
profits of the previous years, and submit the proposal to the shareholders' meeting for resolution on distribution.
The Company's dividend policy, is to cope with the current and future development plans, while considering the investment environment, fund demands, and international and domestic competitions and the benefits of the shareholders. The amount of shareholders' bonus to be distributed every year shall not be lower than 10% of the current distributable earnings. The shareholders' bonus may be distributed in cash or shares; of which, the cash dividends shall not be lower than 10% of the total dividends.
Chapter 7 Supplementary Provisions
Article 32: The organization code and enforcement rules shall be established separately.
Article 33: Anything not mentioned in the Articles of Incorporation shall be governed by the Company Act and other applicable legal rules.
Article 34: These Articles of Incorporation are established on August 4, 1978. The 1st amendment was made on April 1, 1979. The 2nd amendment was made on June 15, 1982. The 3rd amendment was made on April 15, 1984. The 4th amendment was made on November 11, 1989. The 5th amendment was made on April 21, 1990. The 6th amendment was made on June 23, 1993. The 7th amendment was made on September 15, 1995. The 8th amendment was made on September 14 1996. The 9th amendment was made on June 21, 1997. The 10th amendment was made on November 3, 1997. The 11th amendment was made on April 30, 1998. The 12th amendment was made on May 21, 1999. The 13th amendment was made on June 2, 2000. The 14th amendment was made on June 26, 2001. The 15th amendment was made on June 26, 2002. The 16th amendment was made on June 10, 2003. The 17th amendment was made on April 27, 2004. The 18th amendment was made on June 14, 2005. The 19th amendment was made on June 9, 2006. The 20th amendment was made on June 13, 2008. The 21st amendment was made on June 18, 2010. The 22nd amendment was made on June 5, 2012. The 23rd amendment was made on June 27, 2014. The 24th amendment was made on June 21, 2016. The 25th amendment was made on June 16, 2020. The 26th amendment was made on June 15, 2022. The 27th amendment was made on June 9, 2023. The 28th amendment was made on June 13, 2025.
TEX-RAY INDUSTRIAL CO., LTD.
Chairman: Ray Lin
Attachment XIII
TEX-RAY INDUSTRIAL CO., LTD.
Rules of Procedure for Shareholders' Meetings
Approved by the Board on March 13, 2024
Article 1: The parliamentary procedure of the Shareholders Meeting of the Company shall be governed by this Procedure unless the law or the Articles of Incorporation provides otherwise.
Article 2: Shareholders holding more than 1% of the shares issued by the Company may present motion to the Shareholders Meeting in the regular session pursuant to Article 172-1 of the Company Act.
Article 3: Unless otherwise provided by law or regulation, shareholders’ meetings of the Company shall be convened by the Board of Directors.
Changes to the method of convening a shareholders' meeting of the Company shall be subject to a resolution by the Board of Directors, and made no later than the dispatch of the notice of the shareholders' meeting.
The Company shall compile an electronic file that contains meeting notice, proxy letter form, motions for ratification, motions for discussion, election or dismissal of directors, etc. and post it on the MOPS before 30 days before the date of an annual general meeting or before 15 days before the date of a special shareholders' meeting. At least 21 days before an annual general meeting, or 15 days before a special shareholders' meeting, an electronic copy of the shareholders' meeting handbook and supplementary information shall be prepared and posted onto MOPS. Within 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting handbook and supplementary information and made them available for review by shareholders at any time. The same shall also be displayed at the premises of the Company and the professional shareholder services agent designated by the Company.
The handbook and supplementary information referred to in the preceding paragraph shall be made available to the shareholders for reference by the Company on the day of the meeting in the following manners:
I. For tangible shareholders’ meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform in an electronic form.
III. For shareholders’ meeting convened by means of visual communication network only, to be shared on the virtual meeting platform in an electronic form. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors/supervisors, amendments to the Articles of Incorporation, capital reduction, application for cessation of public offering, approval of directors’ competition with the Company, capitalization of retained earnings and capital reserve, company dissolution, merger, spin-off, or the conditions set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out, with the essential contents
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explained, in the notice of the reasons for convening the meeting. None of the above matters may be raised as an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may submit to the Company a proposal for discussion at an annual general meeting, provided that the shareholder is allowed to submit no more than one proposal to the annual general meeting.
Any additional proposal will not be included into the motions. Additionally, when the circumstances of any subparagraph of Paragraph 4, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the motions.
Any shareholder may submit any suggestive proposal to urge the Company to promote public interests or fulfill its social responsibilities. Procedurally, the shareholder is allowed to submit no more than one proposal pursuant to Article 172-1 of the Company Act. Any additional proposal will not be included into the motions.
Prior to the book closure date before an annual general meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholders shall limit their proposed motions to 300 words only. Proposals that exceed 300 words will not be accepted for discussion. Shareholders who have successfully proposed their motions shall attend the annual general meeting in person or through proxy and participate in the discussion.
The Company shall notify the resolution to the shareholders submitting the proposals before the date of notice for the shareholders’ meeting, and list the motions meeting the requirements defined in this provision in the meeting notice. For shareholders’ proposals that are not included in the motions, the Board of Directors shall explain the reasons for not including such proposals at the shareholders’ meeting.
Article 4: For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy letter issued by the Company and stating the scope of the proxy’s authorization.
A shareholder may issue only one proxy letter and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy letter to the Company 5 days before the date of the meeting. When duplicate proxy letters are delivered, the one received earliest shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement.
After a proxy letter has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after due date, votes casted at the meeting by the proxy shall prevail.
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After a proxy letter has been delivered to the Company, if the shareholder intends to attend a visual shareholders' meeting, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after due date, votes casted at the meeting by the proxy shall prevail.
Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for the meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Virtual shareholders’ meetings are not subject to the location restrictions stated in the preceding Paragraph.
Article 6: The Company shall specify in the meeting notice the time and place for acceptance of the registration from the shareholders, solicitors and proxies (hereinafter referred to as "shareholders") and other matters to be noted.
The time when shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.
Shareholders shall attend the shareholders meeting with the attendance card, sign-in card or other attendance documents. The Company shall not arbitrarily add requirements for other supporting documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting the proxy letters shall also bring identification documents for verification.
The Company shall have a visitors’ book for the attending shareholders to sign in, or the attending shareholders shall issue the sign-in cards instead.
Shareholders who attend the meeting shall be given by the Company a copy of the meeting handbook, annual report, attendance pass, opinion slip, agenda ballots and any information relevant to the meeting. Additional ballots shall be prepared if director/supervisor election is also being held during the meeting.
If a shareholder is a government or legal person, the representative attending a shareholders’ meeting is not limited to one person. When a legal person is entrusted to attend a shareholders’ meeting, only one representative may be appointed to attend such meeting.
Where a shareholders’ meeting is convened by means of visual communication network and any shareholder intends to attend the virtual shareholders’ meeting,
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the shareholder shall register with the Company within 2 days prior to the shareholders' meeting.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting handbook, annual report and other related information to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1
The Company shall specify the following in the shareholders' meeting notice when convening a shareholders' meeting by means of visual communication network:
I. Methods for shareholders to participate in the meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed, if required, or on which the meeting will resume.
(II) Shareholders not registering to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
(III) In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
(IV) Actions to be taken if the outcome of all proposals have been announced while extraordinary Motions have not been carried out.
III. When convening a virtual shareholders' meeting, the Company shall also specify in the meeting minute alternative measures available to shareholders with difficulties in attending the virtual shareholders' meeting. Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide said shareholders with connection facilities and necessary assistance, and shall specify the period during which shareholders may file applications with the Company and other related matters to be attended.
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Article 7: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the chairperson, the Vice Chairman shall act as the chairperson. Where no Vice Chairman is appointed, or the Vice Chairman is on leave or for any reason unable to exercise the powers of the chairperson too, the Chairman shall designate one managing director to act on behalf of him/her. Where no managing director is appointed, the Chairman may designate one director to act on behalf of him/her. Where the Chairman does not make such a designation, the managing directors, or directors, shall select from among themselves one person to serve as chairperson.
Any managing director or a director acting on behalf of the chair described in the preceding paragraph has served for more than six months and is familiar with the Company's financial position and business operations. If a director as a legal person acts on behalf of the chairperson of a shareholders’ meeting, such director shall also meet such requirements.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman of Board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the shareholders’ meeting minutes.
If a shareholders’ meeting is convened by any person entitled to convene the meeting other than a member of the Board, such person shall preside at the meeting. However, if there are two or more persons entitled to convene the meeting, the chairperson of the meeting shall be elected from themselves.
The Company may appoint the designated counsel, CPA or other related persons to attend the meeting.
Article 8: The Company shall have the entire sign-in process, the process of a shareholders’ meeting, and the voting and count of votes tape recorded or videotaped from the time of accepting the registration for attendance by shareholders.
These tapes shall be preserved for at least one year. If a shareholder institutes legal proceedings in accordance with Article 189 of Taiwan’s Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.
Where a virtual shareholders’ meeting is held, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The data and recordings referred to in the preceding paragraph shall be kept properly for as long as the Company exists. A copy of the recording shall also be retained by the video conference service provider.
In case of a virtual shareholders’ meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9: Attendance at a shareholders’ meeting shall be based on the number of shares. The number of shares in attendance shall be calculated according to the shares
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indicated by the attendance book or sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chairperson shall call the meeting to order at the appointed meeting time, and at the same time announce the number of non-voting shares and the number of shares attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chairperson shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
By the end of such meeting, if number of shares represented by the attending shareholders has already constituted more than one half of the outstanding shares, the chair may put the tentative resolution to the vote at the shareholders' meeting again in accordance with Article 174 of the Taiwan's Company Act.
Article 10: If the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. Relevant motions (including extraordinary Motions and amendments to an original motion) should be decided by voting one by one. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of a shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene other than the Board of Directors.
The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist
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the attending shareholders in electing a new chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary Motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11: When a shareholder present at the shareholders’ meeting wishes to speak, a speech note shall be filled out with summary of the speech, the shareholder's account number (or the number of attendance certificate) and the account name of the shareholder. The sequence of speeches shall be decided by the chairperson.
If any shareholder present at the shareholders’ meeting submits a speech note but does not speak, no speech shall be deemed to have been made by such shareholder. When the content of the speech is not in alignment with the subject on the speaker's slip, the spoken content shall prevail.
Unless otherwise permitted by the chairperson, each shareholder shall not speak more than twice concerning the same item, and each speech shall not last more than 5 minutes. In case the speech of any shareholder violates this Paragraph or exceeds the scope of the agenda, the chairperson may stop the speech of such shareholder.
Attending shareholders may not interfere with the speaking shareholders without the Chairman's consent and the speaking shareholders. The Chairman will have the violating shareholders stopped.
When an institutional shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders’ meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the time when the chairperson declares the meeting open until the chairperson declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 1~5 do not apply.
If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
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Article 12: Votes in shareholders’ meetings shall be calculated based on the number of shares held.
The shares held by shareholders having no voting rights shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.
Shareholders that are stakeholders in matters discussed in the meeting to accordingly likely undermine the interests of the Company may not take part in the voting session and may not exercise voting rights on behalf of other shareholders.
The number of shares involved in the voting right that may not be exercised as indicated in the preceding paragraph is not included as part of the voting weights of attending shareholders.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the voting rights represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting rights shall not be counted.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder’s exercise of voting rights by correspondence or electronic means will be deemed them to have attended the meeting in person, but to have waived their rights with respect to the extraordinary Motions and amendments or alternatives to original proposals of that meeting; it is, therefore, advisable that the Company avoid the submission of extraordinary Motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company no later than two days before the date of the shareholders’ meeting. When a duplicate declaration of intent is delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After shareholders exercise their voting rights by correspondence or electronic means, if they wish to attend the shareholders’ meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph no later than two days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised by correspondence or electronic means shall prevail. If a shareholder exercises their voting rights by
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correspondence or electronic means and appoints a proxy with a proxy form to attend a shareholders' meeting, the voting rights exercised by the proxy at the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When a shareholders' meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the Chair calls the meeting to order. They shall complete the voting before the Chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.
When a shareholders' meeting is convened by video conference, after the chairperson declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.
If a hybrid shareholders' meeting is convened, shareholders, who have registered to attend the shareholders' meeting by video conference in accordance with Article 6 and intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration no later than two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference.
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Those who exercise their voting rights by correspondence or electronic means without retracting their declaration of intention and participate in the shareholders' meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extraordinary Motions.
Article 14: When the shareholders' meeting elects directors/supervisors, it shall proceed in accordance with the regulations for election of directors established by the Company, and shall announce the results of the election on the spot, including the name list of elected directors/supervisors and the number of votes with which they were elected, and the name list of directors/supervisors not elected and number of votes they received.
All ballots used in the election referred to in the preceding paragraph shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. If a shareholder institutes legal proceedings in accordance with Article 189 of Taiwan’s Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.
Article 15: Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minute may be produced and distributed in an electronic form.
The Company may distribute the meeting minute referred to in the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minute shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors/supervisors. The minute shall be retained for the duration of the existence of the Company.
Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minute as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chairperson's and minute recorder's name, alternative measures available to shareholders with difficulties in attending the virtual shareholders’ meeting, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to force majeure events, and how issues are dealt with, shall also be included in the minute.
When convening a virtual shareholders’ meeting, in addition to complying with the requirements in the preceding paragraph, the Company shall also specify in
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the meeting minute alternative measures available to shareholders with difficulties in attending the virtual shareholders' meeting.
Article 16: On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the number of votes represented by attending shareholders is released during the meeting.
For decisions made during a shareholders' meeting, if any significant information specified in laws and regulations or by the Taiwan Stock Exchange Corporation (or Taipei Exchange) is involved, the Company shall transmit the contents to the Market Observation Post System within the specified period of time.
Article 17: Staff organizing the shareholders' meeting shall wear a badge or a shoulder patch.
The chairperson may have the inspectors or security to help maintain order on the floor. When helping maintain order in the venue, the inspectors or security shall wear the "inspector" shoulder patch or badge.
When loud speakers are available in the venue and shareholders do not speak through the equipment configured by the Company, the chairperson may stop their speech.
When shareholders violate these Rules and disobey correction from the chairperson and obstruct the proceedings of the meeting, demonstrating disobedience upon interference, the chairperson may have the inspectors or security to ask the specific shareholder to leave the venue.
Article 18: When a meeting is ongoing, the chairperson may announce time for a break whenever it is considered appropriate. In cases of force majeure events, the chairperson may decide to hold a meeting for the time being and announce the time for the meeting to continue, depending on the circumstances.
Before the agenda (including the extraordinary Motions) of a shareholders' meeting is completed yet the venue of the meeting cannot continue to be used, the meeting may be continued at another venue found on the basis of a decision made in the shareholders' meeting.
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Article 19:
A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
When a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations and shall continue to disclose them for at least 15 minutes after the chairperson declares the meeting adjourned.
Article 20:
When a shareholders' meeting is convened by video conference, the chairperson and the minute taker shall be at the same location in Taiwan, and the chairperson shall disclose the address of the location when calling the meeting to order.
Article 21:
When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems. In the event of a shareholders' meeting by video conference, the chairperson shall, when calling the meeting to order, announce that, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the video conference platform or participation in the meeting by video conference is obstructed due to natural disasters, accidents, or other force majeure events before the chairperson has announced the meeting adjourned, and the obstruction continues for 30 minutes or more, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the postponed or resumed meeting.
For the meeting to be postponed or resumed under Paragraph 2, shareholders who have registered to participate in the original shareholders’ meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights, and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the postponed or resumed meeting.
When a shareholders’ meeting is postponed or resumed in accordance with Paragraph 2, the motions, for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, there is no need for them to be discussed or resolved again.
When the Company convenes a hybrid shareholder’s meeting, if the video conference cannot continue as under Paragraph 2, after the number of shares in attendance through the video conference is deducted, if the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with Paragraph 2.
When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included
in the total number of shares in attendance; however, they shall be deemed to have abstained for all motions resolved at the shareholders' meeting.
When the Company postpones or resumes the meeting in accordance with Paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders' meeting and the provisions of this article.
Based on the period under the ending section of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Paragraph 2, Article 44-5, Article 44-15, and Paragraph 1, Article 44-17, of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders' meeting to a date as per Paragraph 2.
Article 22: When the Company convenes a virtual-only shareholders' meeting, it shall make appropriate alternative measures available to shareholders who have difficulty taking part in the virtual-only shareholders' meeting. Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide said shareholders with connection facilities and necessary assistance, and shall specify the period during which shareholders may file applications with the Company and other related matters to be attended.
Article 23: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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Attachment XIV
TEX-RAY INDUSTRIAL CO., LTD.
Quantity of shares held by the Directors
April 14, 2026
| Job title | Name | Date of assuming office | Term of office | Shareholding while elected | Number of shares currently held |
|---|---|---|---|---|---|
| Chairman | Ray Lin | 2024.06.14 | 3 years | 6,120,000 | 6,120,000 |
| Vice Chairman | Wan-Kuei Yao | 2024.06.14 | 3 years | 3,830,239 | 3,830,239 |
| Director | Representatives of Yue Ta Textile Holding (BVI) Limited: Chang Nai-Wen, Tai Chun | 2024.06.14 | 3 years | 42,052,440 | 42,052,440 |
| Director | He Yu | 2024.06.14 | 3 years | 73,912 | 82,912 |
| Director | Representative of CIAN Co., Ltd.: Liang Chia-Yin | 2024.06.14 | 3 years | 23,362,466 | 23,362,466 |
| Director | Lin Tsung-Yi | 2024.06.14 | 3 years | 4,470,000 | 4,470,000 |
| Independent Director | Tsai Chao-Lun | 2024.06.14 | 3 years | 0 | 0 |
| Independent Director | Chu Hsing-Hua | 2024.06.14 | 3 years | 0 | 0 |
| Independent Director | Chen Wen-He | 2024.06.14 | 3 years | 0 | 0 |
| Independent Director | Lin Cheng-Te | 2024.06.14 | 3 years | 10,000 | 10,000 |
| Total | 79,919,057 | 79,928,057 |
Note 1: The minimum number of shares to be held by all the directors of the Company shall be 12,000,000 shares. On the book-close date of the shareholders' meeting (April 14, 2026), all directors hold 79,928,057 shares in total.
Note 2: The Company has established the Audit Committee; therefore, the minimum shareholding requirement for the supervisors shall not apply.