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TEX-RAY — AGM Information 2026
May 12, 2026
51825_rns_2026-05-12_bd2f9bd7-8fd3-406e-b934-cd6fd31d5ab5.pdf
AGM Information
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Reference materials for the proposals of 2026 shareholders' meeting of TEX-RAY Industrial Co., Ltd
Ratifications
I. The 2025 business report is presented for review.
Explanation: For the Company’s 2025 business report; please refer to page 8 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 12 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.
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 13 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 14 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 15 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 14 of Attachment VI.
(II) Report to the Shareholders Meeting in accordance with the operation 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 18 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 29 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.
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 23~40 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 4 of Attachment X for the Earnings Appropriation/Loss Compensation Table.
(IV) Please ratify.
Resolution:
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 31~35 for the Comparison Table of Method of Director Election Before and After Amendments and Articles Before Amendments.
(II) Please discuss:
Resolution:
Other Proposals and Extempore Motions :