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Topoint AGM Information 2026

Apr 22, 2026

52707_rns_2026-04-22_284b0f20-987f-4759-b259-8f444217b2d2.pdf

AGM Information

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Stock Code: 8021

==> picture [178 x 126] intentionally omitted <==

尖點科技股份有限公司 TOPOINT TECHNOLOGY CO., LTD.

2026 Annual General Meeting

Meeting Handbook

26[th] May 2026(Tuesday) at 9 am

Venue: No. 203, Sec. 3, Jiayuan Rd., Shulin District, New Taipei City 238, Taiwan.

Notice to readers

This English-version meeting handbook is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Content

Content
Page
I. Meeting Agenda…........................................................................
1
II. Management Presentations…......................................................
2
III. Proposals for Ratification…………………………………………....
6
IV. Proposals for Discussion……………………………………………. 7
V. Extraordinary Motions………………………………………………..
15
VI. Adjournment …….........................................................................
15
ATTACHMENT
1. Business Report….......................................................................
16
2. Audit Committee's Review Report................................................
19
3. Directors' Compensation for Year 2025 .......................................
20
4. Independent Auditors' Report and Financial Statements…...… 21
5. Earnings Distribution Table 40
6. Comparison Table of Amendments to the Procedures for
Acquisition or Disposal of Assets 41
7. Terms for the Issuance and Conversion of the Second Domestic
Unsecured Private Placement Convertible Bonds(Provisional) 43
APPENDIX
1. Rules and Procedures of Shareholders' Meeting…………………
49
2. Articles of Incorporation…………………………………………… 52
3. Shareholding of All Directors………………………………………..
56

I. Meeting Agenda

Topoint Technology Co., Ltd. 2026 Annual General Meeting Agenda

The meeting will be held by physical shareholders Meeting Time: 26[th] May 2025 (Monday) at 9 am

Venue: No. 203, Sec. 3, Jiayuan Rd., Shulin District, New Taipei City 238, Taiwan.

  • 1 Call to Order

Chairperson to announce the number of shares represented at the meeting

  • 2 Chairperson Remarks

  • 3 Management Presentations

  • A. Extraordinary Motions Business Report for Fiscal Year 2025.

  • B. Audit Committee’s Review Report for Fiscal Year 2025.

  • C. Report on the Distribution of Cash Dividends for Fiscal Year 2025.

  • D. Report on the Distribution of Employees’ and Directors’ Compensation for Fiscal Year 2025.

  • E. Report on Directors’ Remuneration for Fiscal Year 2025.

  • F. Report on Lending Funds and Endorsement/Guarantee for Fiscal Year 2025.

  • G. Report on the issuance of the second domestic unsecured convertible corporate bonds.

  • H. Report on the execution of treasury share repurchase.

  • 4 Proposals for Ratification

  • A. To ratify the Business Report and Financial Statements for Fiscal Year 2025.

  • B. To ratify the Proposal for Earnings Distribution for Fiscal Year 2025.

  • 5 Proposals for Discussion

  • A. Proposed amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”.

  • B. To conduct the issuance of the second domestic privately placed unsecured convertible bonds.

  • 6 Extraordinary Motions

  • 7 Adjournment

    • 1

II. Management Presentations

Proposal 1 Subject: Business Report for Fiscal Year 2025 Description: Please refer to Attachment 1 for the Business Report for Fiscal Year 2025.

Proposal 2 Subject: Audit Committee's Review Report for Fiscal Year 2025 Description: Please refer to Attachment 2 for the Audit Committee's Review Report for Fiscal Year 2025.

Proposal 3 Subject: Report on the Distribution of Cash Dividends for Fiscal Year 2025

Description:

The cash dividend for Fiscal Year 2025 is NT$2.0 per share, totalling NT$290,084,934. Based on the Company's current total issued shares of 145,042,467 shares, the dividend amount for each shareholder will be calculated to the nearest NT dollar (rounded down). The total amount of fractional dividends will be recognized as other income of the Company.

This proposal has been approved by the Board of Directors, which authorized the Chairman to set the ex-dividend date, payment date, and other related matters. The Chairman is also authorized to make adjustments if the number of outstanding common shares changes, resulting in changes to the dividend rate.

Proposal 4 Subject: Report on the Distribution of Employees' and Directors' Compensation for Fiscal Year 2025

Description:

In accordance with Article 18 of the Company's Articles of Incorporation, the Company has allocated 15% of pre-tax net income, amounting to NT$87,336,900, for employees' compensation, of which 20%, NT$17,467,380, will be distributed to grassroots employees; and 2.5% of pre-tax net income, amounting to NT$14,556,150, for directors' compensation for Fiscal Year 2025, both to be distributed in cash.

The aforementioned amounts are consistent with the estimated expenses for Fiscal Year 2025.

    • 2

Proposal 5 Subject: Report on Directors' Remuneration for Fiscal Year 2025 Description:

In accordance with Article 10-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the Company shall report at the Annual Shareholders' Meeting the directors' remuneration for Fiscal Year 2025, including remuneration policies, individual remuneration details, amounts, and their correlation with performance evaluation results. Please refer to Attachment 3 for details.

Proposal 6 Subject: Report on Lending Funds and Endorsement/Guarantee for Fiscal Year 2025

Description:

The Company had no lending funds in Fiscal Year 2025. Regarding endorsements/guarantees, which were provided due to business relationships with invested subsidiaries, the Company's maximum limit for endorsements/guarantees was NT$4,821,475 thousand. As of the end of December 2025, the balance of endorsements/guarantees was NT$495,050 thousand.

    • 3

Proposal 7 Subject:

Report on the issuance of the second domestic unsecured convertible corporate bonds

Description:

  1. Pursuant to Article 246 of the Company Act, a company may issue corporate bonds upon resolution of the Board of Directors. The reasons for the issuance and related matters shall be reported to the shareholders’ meeting.

  2. The issuance details of the Company’s second domestic unsecured convertible corporate bonds are as follows:

Item Second domestic unsecured convertible
corporate bonds
Amount The issued par value is $700 million, while
the actual amount received is 806 million.
Purpose of Issuance Purchase of machinery and equipment;
repayment of bank loans; and replenishment
of workingcapital
Approval from
Competent Authority
Letter No. Jin-Guan-Zheng-Fa-Zi No.
11403673341,dated December 23,2025
Issue Date January20,2026
Initial Conversion
Price
The initial conversion price at issuance was
203.5. It was adjusted to 201.8 due to a
capital increase through the issuance of new
shares.
Maturity Fiveyears
Interest Payment Coupon rate: 0%
Redemption Method Unless previously converted or put by the
bondholders, or redeemed or repurchased
and cancelled by the Company prior to
maturity, the bonds shall be repaid in full in
cash at face value upon maturity.
Conversion Status as
of February28,2026
0 shares
    • 4

Proposal 8 Subject: Report on the execution of treasury share repurchase Description:

  1. Pursuant to the resolution of the Board of Directors on April 10, 2025, the Company implemented the repurchase of its treasury shares for cancellation in order to safeguard the Company’s credit standing and shareholders’ interests.

  2. The Company has completed the share repurchase program, and the implementation details are as follows:

Item Description
Board Resolution Date April 10,2025
Purpose of Repurchase To safeguard the Company’s credit
standingand shareholders’ interests
Repurchase Method Repurchase from the centralized
securities exchange market
Planned Repurchase
Period
April 11, 2025 - June 10, 2025
Planned Number of
Shares to be
Repurchased
1,000,000 shares
Planned Repurchase
Price Range
NT$16.60 – NT$46.10
Actual Repurchase
Period
April 11, 2025 - June 10, 2025
Actual Number of Shares
Repurchased
808,000 shares (canceled on November
27,2025)
Total Amount of Shares
Repurchased
NT$22,285,550
Average Repurchase
Priceper Share
NT$27.58
    • 5

III. Proposals for Ratification

Proposal 1 Subject: Proposed amendments to the Company’s “Procedures for Acquisition or Disposal of Assets” (Proposed by the Board of Directors)

Description:

The Company's Financial Statements for Fiscal Year 2025 (please refer to Attachment 4) have been audited by CPAs Wan-Yi Liao and Chien-Hsin Hsieh of Deloitte & Touche, who have issued an unqualified opinion. The Financial Statements, along with the Business Report, have been reviewed by the Audit Committee and the Audit Committee's Review Report has been issued.

Resolution:

Proposal 2 Subject: To Ratify the Proposal for Earnings Distribution for Fiscal Year 2025 (Proposed by the Board of Directors)

Description:

The Earnings Distribution Proposal for Fiscal Year 2025 has been approved by the Board of Directors and reviewed by the . Audit Committee (please refer to Attachment 5)

Resolution:

    • 6

IV. Proposals for Discussion

  • Proposal 1 Subject: Proposed amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”

(Proposed by the Board of Directors)

  • Description: In response to the Company’s operational needs, amendments to the Company’s Procedures for Acquisition or Disposal of Assets are proposed. A comparison table showing the provisions before and after the amendments is attached hereto (please refer to Attachment 6).

  • Resolution:

  • Proposal 2 Subject: To conduct the issuance of the second domestic privately placed unsecured convertible bonds

Description:

  1. To meet the funding requirements for the acquisition of a new plant, the Company has evaluated its existing bank deposits as well as the timeliness, costs, convenience, and effectiveness of various financing channels and instruments. Considering current market conditions and the efficiency and timeliness of capital raising, the Company proposes to raise funds through a private placement by issuing its second domestic unsecured convertible bonds (the “Bonds”). The key terms are set out below:

  2. (1)Total principal amount: NT$600 million.

  3. (2)Par value: NT$100,000 per bond.

  4. (3)Total number of bonds: 6,000 units.

  5. (4)Coupon rate: 0%.

  6. (5)Term of bonds: Five years.

  7. (6)Other issuance terms: Please refer to the “Regulations Governing the Issuance and Conversion of the Second Domestic Privately Placed Unsecured Convertible Bonds” (see Attachment 7).

  8. The Bonds are proposed to be conducted in a single tranche within one year from the date of the resolution of the Annual General Meeting on May 26, 2026. Depending on the Company’s actual operational needs, the subscribers would be limited to specific persons.

  9. In accordance with Paragraph 6, Article 43-6 of the Securities and Exchange Act, the required disclosures regarding the Bonds are set out below:

    • 7
  10. (1)Basis for and reasonableness of pricing

  11. A. The conversion price of the Bonds shall be determined at no less than 80% of the reference price. The reference price shall be the higher of (1) the simple arithmetic average of the closing prices of the Company’s common shares for either one, three, or five business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividends for cash dividends, and adding back the effects of capital reduction (reverse ex-rights); or (2) the simple arithmetic average of the closing prices of the Company’s common shares for the thirty business days prior to the pricing date, after deducting the effects of ex-rights for stock dividends and ex-dividends for cash dividends, and adding back the effects of capital reduction (reverse ex-rights).

  12. B. The issue price of the Bonds shall be determined at no less than 80% of the theoretical price and shall not be lower than par value. The theoretical price shall be determined using an appropriate pricing model selected to incorporate and reflect all rights embedded in the terms and conditions of the issuance.

  13. C. It is proposed that the Annual General Meeting authorize the Board of Directors to determine the actual pricing date, actual conversion price, and actual issue price of the Bonds in accordance with applicable laws and regulations, the status of negotiations with specific persons, and prevailing market conditions, provided that such prices shall not be lower than the percentage approved by the Annual General Meeting.

  14. D. The conversion price and issue price of the Bonds shall be determined in accordance with applicable laws and regulations promulgated by the competent authority. In determining such prices, consideration shall be given to the three-year transfer restriction applicable to privately placed securities under the Securities and Exchange Act, as well as the Company’s operating performance, prospects, market price of its common shares, theoretical value, and prevailing market practices. Furthermore, the basis for determining the prices of the Bonds complies with the “Directions for Public Companies Conducting Private Placements of Securities;” therefore, such pricing is not expected to have a material adverse effect on shareholders’ equity and shall be deemed reasonable.

    • 8
  15. E. The common shares to be issued upon conversion of the Bonds shall carry the same rights and obligations as the Company’s existing issued common shares. The Bonds issued pursuant to this proposal shall be subject to the transfer restrictions set forth in Article 43-8 of the Securities and Exchange Act. Furthermore, upon the expiration of three years from the delivery date of the Bonds and after all Bonds have been fully converted, it is proposed that the Annual General Meeting authorize the Board of Directors, subject to then-prevailing circumstances, to apply to the competent authority for the completion of public issuance procedures and for listing and trading.

  16. (2)Method for selecting specific persons and the relationship between identified subscribers and the Company

The subscribers for this private placement shall be specific persons conforming to the requirements set forth in Article 43-6 of the Securities and Exchange Act, Order No. Jin-Guan-Zheng-Fa-Zi-1120383220 issued by the Financial Supervisory Commission on September 12, 2023, the “Directions for Public Companies Conducting Private Placements of Securities,” and other relevant administrative orders. Furthermore, such subscribers must be strategic investors who can contribute to the Company’s long-term development and competitiveness, and generate benefits for the interests of existing shareholders. The list of identified specific persons for the Bonds, along with the selection method and purpose, necessity and expected benefits, and their relationship with the Company, are set out below:

  • A. Selection method for subscribers and their relationship with the CompanyThe selected subscribers shall possess a sound understanding of the Company’s operations or the development of its industry, and shall be capable of providing direct or indirect benefits to the Company’s future operations. The list of subscribers is as follows: Name of SubscribersRelationship with the Company Unimicron Technology Corp. (hereinafter “Unimicron”)

    • 9
Name of Subscribers Relationship with the Company
Unimicron Technology Corp.
(hereinafter “Unimicron”)
(a)
Customer
(b)
Parent company of the investor that
accounts
for
the
Company’s
subsidiary, Unipoint Technology Co.,
Ltd., under the equity method. It is a
related party.
Gold Circuit Electronics Ltd.
(hereinafter“GCE”)
Customer
Zhen Ding Technology Ltd.
(hereinafter “Zhen Ding”)
(a) Customer
(b) A subsidiary located in Taiwan and
100%
owned
by
Zhen
Ding
TechnologyHoldingLimited.
  • B. Purpose, necessity, and expected benefits of selecting strategic investors

In view of future market demand and to enhance the Company’s competitive advantage, the Company intends to introduce strategic investors that can contribute to its product and market development. Unimicron, GCE, and Zhen Ding have been identified as strategic investors, of which Unimicron is a related party of the Company. The purpose, necessity, and expected benefits of selecting these strategic investors are set out below:

(a) Collaborating with world-leading ABF substrate manufacturers to accelerate the Company’s advancement in drill bit technology for high-end substrate processes

As Artificial Intelligence (AI) and High-Performance Computing (HPC) continue to drive increases in semiconductor pin counts and signal density, ABF substrates are evolving toward higher layer counts and finer via structures. Advanced drill bits for high-end substrate applications improve the stability and yield of deep-hole drilling, while reducing the risks of hole misalignment and tool breakage. Through such technological upgrades, the Company will be able to expand into AI and high-end semiconductor substrate applications, enhance the value-added of its products, and strengthen its competitive position in the high-end substrate consumables market.

  • (b) Strengthening supply chain collaboration and enhancing operational stability

The strategic investors proposed to be introduced in this private placement, i.e., Unimicron, GCE, and Zhen Ding, are long-standing partners and key customers of the Company with predominant market positions. Their

    • 10

product applications, including advanced substrates, AI servers, and high-end electronic products, are highly aligned with the technological development of the Company’s drill bit products. By introducing these strategic investors, the Company expects to deepen existing business relationships and develop long-term strategic partnerships, thereby ensuring stable and predictable order demand following the commencement of new production capacity. This will help mitigate the impact of market fluctuations and further enhance the stability of the Company’s overall revenue structure.

  • (c) Deepening technical collaboration to enhance technological capabilities and operational efficiency As manufacturing processes for AI, HPC, and high-layer-count substrates continue to advance, requirements for the precision, durability, and material properties of drill bit products have increased significantly. By introducing downstream customers with advanced technical requirements as strategic partners, the Company can foster closer collaboration in areas such as material selection, product specifications, and process development, thereby enhancing the performance of high-end drill bits and improving the overall process quality.

  • C. Top 10 shareholders of Unimicron, GCE, and Zhen Ding and their relationship with the Company

    • 11
Subscriber
Item

Unimicron TechnologyCorp.

Unimicron TechnologyCorp.

Unimicron TechnologyCorp.
Gold Circuit Electronics Ltd. Gold Circuit Electronics Ltd. Gold Circuit Electronics Ltd. Zhen DingTechnologyHoldingLimited Zhen DingTechnologyHoldingLimited Zhen DingTechnologyHoldingLimited
Name Shareholding
(%)

Relationship
with the
Company

Name
Shareholding
(%)

Relationship
with the
Company

Name
Shareholding
(%)

Relationship
with the
Company
Top 10
Shareholders
United
Microelectronics
Corporation

13.04
None Chang-Chi
Yang
19.65 None Zhen Ding
Technology
Holding Limited

100%
None
Citibank, N.A.,
Custodian for
Government of
Singapore
Investment
Account
2.48 None Labor Pension
Fund (New
Scheme)
7.33 None
Labor Pension
Fund (New
Scheme)
1.83 None Jui-Ching Li 5.62 None
Yan Yuan
Investment Co.,
Ltd.

1.51
None Cathay Life
Insurance Co.,
Ltd.,
Discretionary
Investment
Account
Managed by
JPMorgan
Asset
Management
(Taiwan)
Limited
4.14 None
Cathay Life
Insurance Co.,
Ltd.
1.49 None Cheng-Tse
Yang
3.59 None

JPMorgan
Chase Bank,
N.A., Custodian
for J.P. Morgan
Securities Ltd.
Account

1.43
None Fubon Life
Insurance Co.,
Ltd.
2.57 None
JPMorgan
Chase Bank,
N.A., Custodian
for ABP
Pension Fund
Investment
Account

1.21
None Jia Hui
Investment Co.,
Ltd.

2.24
None
Nan Shan Life
Insurance Co.,
Ltd.
1.18 None Chunghwa Post
Co., Ltd.

2.16
None
Standard
Chartered
Bank,
Custodian for
Fidelity Funds
Account
1.17 None JPMorgan
Chase Bank,
N.A., Custodian
for Norges
Bank
Investment
Account

1.88
None
JPMorgan
Chase Bank,
N.A., Custodian
for Vanguard
Total
International
Stock Index
Fund

1.15
None Labor Pension
Fund (Old
Scheme)
1.77 None
    • 12
  • (3) Necessity of the private placement:

  • A.Reasons for not conducting a public offering

    • Considering the timeliness of capital raising, cost considerations, the stability of the shareholding structure, and the need to introduce strategic investors, a private placement offers advantages over a public offering, including a more efficient process and a controllable timeline. This enables the Company to align its financing with the schedule of its plant and equipment investments, reduce the risk of delays, and ensure the timely completion of its capacity expansion plan. Accordingly, the Company proposes to raise funds through a private placement. Furthermore, securities issued through a private placement are subject to transfer restrictions for a specified period in accordance with applicable laws and regulations. This helps ensure that Unimicron, GCE, and Zhen Ding participate as long-term strategic partners rather than short-term financial investors. Such arrangements further strengthen the stability of long-term cooperation and are expected to have a positive impact on the Company and its shareholders.
  • B.Private placement limit

    • Pursuant to Article 247 of the Company Act, the total amount of unsecured corporate bonds shall not exceed one-half of the balance of the Company’s total assets less total liabilities. Based on the most recent financial statements audited or reviewed by certified public accountants, the maximum aggregate principal amount of the privately placed unsecured convertible corporate bonds proposed by the Board of Directors shall be NT$600 million, which is within the permissible limit for private placement.
  • C.Use of proceeds and expected benefits

As the global printed circuit board (PCB) industry continues to evolve toward higher precision, higher density, and higher reliability, ongoing advancements in material structures, layer counts, and board thickness have increased the complexity of drilling processes and accelerated drill bit wear. This, in turn, has driven growth in both the volume and specification requirements for drill bits. In addition, to meet the demands of high-density interconnect applications and stringent process quality

    • 13

requirements, the adoption of miniaturized and high-performance coated drill bits continues to increase. From a supply-side perspective, the availability of advanced drill bits remains constrained by technological barriers, capital investment requirements, and production ramp-up timelines, resulting in a persistent supply-demand imbalance.

The proceeds from the Bonds are intended to be used in full for the acquisition of a new plant to expand production capacity for high-end products in response to future market demand.

In terms of expected benefits, the acquisition of the new plant will support the Company’s expansion of production capacity for high-end products to meet growing customer demand, while also providing room for mid- to long-term capacity expansion. This will enhance the Company’s control over key production capacity. In addition, the participation of strategic investors is expected to strengthen business collaboration, thereby creating a mutually beneficial outcome. This is expected to support the Company’s stable growth and have a positive impact on shareholders.

  1. Unimicron, a related party of the Company, intends to participate in this private placement of the Bonds as a strategic investor. The Company has obtained approval from the Taiwan Stock Exchange under Letter No. Tai-Zheng-Shang-Yi-Zi-1150003463 (Please refer to the Chinese version of the Meeting Handbook for detailed information). The related party may subscribe for the Bonds in an aggregate amount of up to NT$210 million, with the issue price to be determined at no less than 80% of the theoretical price and not less than par value, and the conversion price to be determined at no less than 80% of the reference price.

  2. Except for the pricing percentage, it is proposed that the Annual General Meeting authorize the Board of Directors, within the scope of such authorization and subject to market conditions, to adjust, determine, and implement the principal terms of this private placement of domestic unsecured convertible corporate bonds. Such terms include, but are not limited to, the actual issuance terms and conversion provisions, issue price and actual conversion price per share, number of shares to be issued, total amount to be raised,

    • 14

project items, schedule for the use of proceeds, expected benefits, and other related matters. In the event of any amendments required by the competent authority, or any adjustments deemed necessary due to operational considerations or changes in objective circumstances, it is further proposed that the Board of Directors be authorized to handle such matters with full discretion in accordance with prevailing market conditions and applicable laws and regulations.

  1. To facilitate this private placement of the Bonds, it is proposed that the Annual General Meeting authorize the Chairman, or a person designated by the Chairman, to represent the Company in negotiating and executing all contracts and documents in connection with this private placement, and to handle all matters necessary for the implementation thereof on behalf of the Company.

  2. Expert opinion on the basis for and reasonableness of pricing of this private placement of convertible corporate bonds (Please refer to the Chinese version of the Meeting Handbook for detailed information.).

  3. Industry expert opinion in relation to this private placement of convertible corporate bonds (Please refer to the Chinese version of the Meeting Handbook for detailed information.).

  4. The proposal has been duly approved by the 11th meeting of the 2nd Audit Committee and is subsequently submitted to the Board of Directors for deliberation in accordance with applicable laws and regulations. Following the approval by the Board of Directors, it is hereby submitted to the 2026 Annual General Meeting for discussion.

  5. Submitted for discussion.

Resolution:

V. Extraordinary Motions

VI. Adjournment

    • 15

ATTACHMENT 1

Business Report

We would like to express our sincere gratitude to all shareholders for your longstanding trust and support for Topoint Technology. In 2025, the global electronics industry continued to undergo technological transformation, driven by the rapid advancement of Artificial Intelligence (AI), High-Performance Computing (HPC), and high-speed communication applications. These developments were accompanied by ongoing supply chain restructuring and a shift toward regionalized production. Leveraging our long-established expertise in PCB drill bit technology and precision manufacturing, the Company has continued to optimize its product portfolio and actively expand into high-end application markets.

In 2025, the Company reported consolidated operating revenue of NT$4,410 million, net profit after tax of NT$389 million, and earnings per share (EPS) of NT$2.75. Looking ahead to 2026, the Company has established clear growth and performance targets and aims to achieve operating results and profitability that outperform industry peers. A summary of the Company’s operating results for 2025 and its operating plans for 2026 is presented below

2025 Operating Results

(1)Operation performance

In thousands of New Taiwan Dollars

In thousands of New Taiwan Dollars
2025 2024 Changes in Dollar
Amount
Changes in
Percentage
Amount % Amount %
Consolidated
operating revenue
4,410,104 100% 3,541,099 100%
869,005
25%
Consolidated gross
profit
1,360,524 31% 927,328 26% 433,196 47%
Consolidated profit
from operations
656,935 15% 278,333 8% 378,602 136%
Consolidated profit
before income tax
664,034 15% 291,982 8% 372,052 127%
Net profit 389,328 9% 206,018 6% 183,310 89%

(2)Budget implementation

The Company did not disclose financial forecasts in 2025.

    • 16

(3)Profitability analysis

rofitability analysis rofitability analysis
Items (consolidated basis) 2025 2024
Financial structure (%) Debt ratio 31.86 28.72
Long-term fund to fixed asset ratio 243.07 247.18
Liquidity analysis (%) Current ratio 245.76 264.41
Operating performance
analysis (%)

Accounts receivable turnover (times)
3.01 3.16
Inventory turnover (times) 3.66 3.75
Profitability analysis (%) Return on assets (%) 6.28 3.27

Return on shareholders’ equity (%)
8.61 4.22
Basic earnings per share (NT$) 2.75 1.45

(4)Research and Development Status

The Company’s R&D strategy focuses on high-end application-driven innovation, process enhancement, and product differentiation, with the aim of strengthening technological barriers and enhancing market competitiveness. Key achievements are as follows:

  • A. Development of high-end application products: Completed the development and commenced mass production of specialized drill bits for applications including AI servers, next-generation ABF substrates, automotive electronics, and Low Earth Orbit (LEO) satellites.

  • B. Process and performance enhancement: Continued to improve drill bit precision, durability, and machining stability to meet the stringent requirements of micro-diameter and high-aspect-ratio machining.

  • C. Technology accumulation and patent portfolio expansion: In 2025, the Company obtained 10 new patents, bringing the cumulative total to 196, further consolidating its technological leadership. R&D expenditure amounted to approximately NT$163 million, representing 3.7% of annual revenue and reflecting a consistent level of investment.

  • (5)Other Project Implementation Results

  • A. Overseas capacity expansion:

In response to customers’ increasing demand for supply chain localization, the Company completed the establishment of its Thailand production facility, which officially commenced operations in 2025. This expansion enhances regional supply flexibility, shortens lead times, and strengthens global service capabilities and market competitiveness.

  • B. Technology development and customer collaboration:

The Company continues to deepen technical collaboration with key customers by providing comprehensive PCB drilling solutions for applications such as HPC, servers, high-power devices, and automotive electronics. By engaging in customers’ product development processes at an early stage, we enhance value-added capabilities and strengthen customer relationships.

    • 17
  • C. Environmental, Social Responsibility, and Corporate Governance:

The Company actively promotes corporate sustainability by establishing goals and development strategies across environmental, social, and governance (ESG) dimensions. In 2025, in addition to the parent company, we continued to expand ISO 14064-1 greenhouse gas inventory and external verification to our subsidiaries. The Company was awarded the "2025 TCSA Taiwan Corporate Sustainability Report - Gold Award," recognizing our achievements and efforts in promoting corporate sustainability.

II2025 Business Plan Overview

  • (1) Business Guidelines and Key Policies

  • A. Advancement of high-end products and capacity upgrades: The Company will continue expanding capacity allocation for high-end applications, including AI and IC substrates, while optimizing its product mix to enhance revenue quality and value-added contributions.

  • B. Enhancement of technological expertise and competitive differentiation: R&D efforts will focus on advancing micro-diameter and high-aspect-ratio processing technologies, strengthening product performance and manufacturing capabilities to establish higher technological entry barriers.

  • C. Reinforcement of customer relationships and operational resilience: The Company will further strengthen strategic partnerships with key customers through early-stage co-development, while optimizing cost structures and promoting digital management to improve operational efficiency and resilience.

  • (2)Future Development Overview

Looking ahead to 2026, the high-end PCB supply chain is expected to maintain growth momentum, driven by demand for AI, HPC, and IC substrates. The Company will remain committed to innovation as its core strategy, focusing on product upgrades, capacity optimization, and global expansion.

Amid evolving global economic conditions and intensifying industry competition, the Company will balance growth opportunities with prudent risk management. Through lean operations and continuous technological advancement, we aim to enhance profitability and operational excellence, while delivering sustainable, long-term value to our shareholders.

Through these efforts, the Company aims to continue creating long-term and stable value for all shareholders in the highly competitive electronic components market.

We would like to thank all directors for your long-term support and will stay committed to generating and sharing positive results with you in the coming year.

Chairman: Hsu-Ting, Lin

President: Juo- Ping, Lin

Accounting Officer: Li-Ching, Ke

    • 18

ATTACHMENT 2

Audit Committee's Report

The Board of Directors has prepared and submitted the 2025 business report, financial statements, and earnings distribution proposal. The financial statements were audited by the CPAs: Wan-I, Liao and Chien-Hsin, Hsieh of Deloitte & Touche-Taiwan. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Topoint Technology Co., Ltd. According to relevant the Securities and Exchange Act and the Company Law, we hereby submit this report.

Sincerely yours,

2025 Shareholder’s Meeting of Topoint Technology Co., Ltd.

Audit Committee convener: Chun-Yeh, Chen

March. 6, 2026

    • 19

ATTACHMENT 3

Topoint Technology Co., Ltd. 2024 Director Remuneration

Remuneration of Directors and Independent Directors

In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares In Thousands of New Taiwan Dollars/Thousands of Shares
Title Name Remuneration Total of A, B, C and D
and as a % of Net
Income
Remuneration Received by Directors Who are Also Employees Total of A, B, C, D,
E, F and G and as a
% of Net Income
Compensation
Paid to
Directors from
an Investee
Other than the
Company’s
Subsidiary or
the Parent
Company

Base Compensation
(A)
Severance Pay
(B)
Director
Compensation (C)
(Note1)
Allowances
(D)
Salary, Bonuses, and
Allowances (E)
(Note 3)
Severance Pay
(F)
Employee
Compensation (G)
(Note1)
The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company

All entities in
the
consolidated
financial
statements
(Note 2)


The
Company
All entities in
the
consolidated
financial
statements


Total and
% of the
Company


All entities in
the
consolidated
financial
statements
(Note 2)
Cash Stock Cash Stock
Director David Lin 0 0 0 0 1,905 2,031 40 75 1,945
0.5%
2,106
0.5%
2,654 8,377 3,300 3,300
7,899
2.0%
13,783
3.5%
-
Karen Lin 0 0 0 0 1,905 2,031 50 90 1,955
0.5%
2,121
0.5%
2,795 10,285 108 108 4,000 4,000
8,858
2.3%
16,513
4.2%
-
Fortune
Venture Capital
Corporation
Representative:
Yin-Jung, Chen



0
0 0 0 1,905 1,905 35 35 1,940
0.5%
1,940
0.5%
0 0 0 0 0 0 0 0 1,940
0.5%
1,940
0.5%
-
Macking
International
Investment
Corporation
Representative:
Wen-Jin,Li

0
0 0 0 1,219 1,219 25 25 1,244
0.3%
1,244
0.3%
0 0 0 0 0 0 0 0 1,244
0.3%
1,244
0.3%
-
Independent
director
Amy Chen 0 0 0 0 1,905 1,905 90 90 1,995
0.5%
1,995
0.5%
0 0 0 0 0 0 0 0 1,995
0.5%
1,995
0.5%
-
Jeff Chen 0 0 0 0 1,905 1,905 100 100 2,005
0.5%
2,005
0.5%
0 0 0 0 0 0 0 0 2,005
0.5%
2,005
0.5%
-
Eric Hsu 0 0 0 0 1,905 1,905 90 90 1,995
0.5%
1,995
0.5%
0 0 0 0 0 0 0 0 1,995
0.5%
1,995
0.5%
-
Andrew Hsu 0 0 0 0 1,905 1,905 75 75 1,980
0.5%
1,980
0.5%
0 0 0 0 0 0 0 0 1,980
0.5%
1,980
0.5%
-
1. Please describe the remuneration policy, system, standards, and structure for directors and independent directors, and explain the correlation between remuneration amounts and factors such as responsibilities, risks, and time commitment:
(1) Article 18 of the Company’s Articles of Incorporation stipulates that the Company shall appropriate remuneration of directors at a rate not exceeding 3 percent of net profit before income tax, compensation of employees, and remuneration of
directors.
(2) Remuneration of directors is periodically evaluated in accordance with the “Rules for Performance Evaluation of the Board of Directors.” Key evaluation items are as follows:
Operating performance: Evaluated based on the growth rates of operating revenue, operating profit and return on equity of the year.
External evaluation: Consideration of changes in the Company’s governance evaluation, external board performance evaluation or credit rating agencies.
Industry standard: Benchmarked against the average remuneration to directors of listed companies in the same industry or peers.
(3) The Company’s compensation package, as determined by the Compensation Committee Charter, includes cash compensation, stock options, stock dividends, retirement benefits or severance pay, various allowances, and other tangible incentive
measures. Its scope aligns with the compensation to directors and executive officers set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies.
The Company has established the “Rules Governing the Compensation of Directors and Executive Officers.” Director remuneration is granted in accordance with the Company’s Articles of Incorporation when the Company is profitable. For both
general and independent directors, remuneration is determined not only based on the results of the board performance evaluation but also in accordance with Article 18 of the Articles of Incorporation. The Compensation Committee reviews each
director’s involvement in and contributions to the Company’s operations, ensuring a fair and reasonable alignment between performance risks and remuneration. Additionally, the Committee considers the Company’s overall operational performance
when formulating recommendations for approval by the Board of Directors.
2. Besides the amounts disclosed above, remuneration received by the Company’s directors for providing services (e.g., as non-employee consultants) to all entities within the consolidated financial statements: None.

(2) Remuneration of directors is periodically evaluated in accordance with the “Rules for Performance Evaluation of the Board of Directors.” Key evaluation items are as follows: Operating performance: Evaluated based on the growth rates of operating revenue, operating profit and return on equity of the year. External evaluation: Consideration of changes in the Company’s governance evaluation, external board performance evaluation or credit rating agencies. Industry standard: Benchmarked against the average remuneration to directors of listed companies in the same industry or peers.

(3) The Company’s compensation package, as determined by the Compensation Committee Charter, includes cash compensation, stock options, stock dividends, retirement benefits or severance pay, various allowances, and other tangible incentive measures. Its scope aligns with the compensation to directors and executive officers set out in the Regulations Governing Information to be Published in Annual Reports of Public Companies. The Company has established the “Rules Governing the Compensation of Directors and Executive Officers.” Director remuneration is granted in accordance with the Company’s Articles of Incorporation when the Company is profitable. For both general and independent directors, remuneration is determined not only based on the results of the board performance evaluation but also in accordance with Article 18 of the Articles of Incorporation. The Compensation Committee reviews each director’s involvement in and contributions to the Company’s operations, ensuring a fair and reasonable alignment between performance risks and remuneration. Additionally, the Committee considers the Company’s overall operational performance when formulating recommendations for approval by the Board of Directors. 2. Besides the amounts disclosed above, remuneration received by the Company’s directors for providing services (e.g., as non-employee consultants) to all entities within the consolidated financial statements: None.

Note 1: This amount reflects the director remuneration approved by the board for the most recent fiscal year (2024).

Note 2: This represents the total remuneration paid to the Company’s directors by all entities in the consolidated financial statements (including the Company).

Note 3: This includes salary, bonuses, and allowances received in the most recent fiscal year (2024) by directors who also serve as employees (including those concurrently holding positions as President and Vice President).

    • 20

ATTACHMENT 4

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Topoint Technology Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Topoint Technology Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Authenticity of Drill Revenue

Management may feel pressure to achieve planned results, and therefore, the Standards on Auditing of the Republic of China assume there is a presumptive risk of fraud in revenue recognition. We have determined this to apply specifically to the authenticity of transactions of drill sales. Refer to Note 4 to the accompanying consolidated financial statements for the relevant accounting policy of revenue recognition.

By conducting tests of controls, we obtained an understanding of the Group’s recognition of drill revenue and of its design and implementation of related controls, and analysed the changes in the top ten drill sales from customers and the accounts receivable turnover rate; we checked the rationale of drill revenue recognition based on the transactions. We tested the occurrence of drill

    • 21

revenue transactions, and we performed journal entry testing by selecting samples of drill revenue journals and matching them with the original orders and external shipping documents or customer receipt documents. We reviewed that there were no significant sales returns after the year end and confirmed that there are no material misstatements of drill revenue.

Other Matter

We have also audited the parent company only financial statements of Topoint Technology Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

    • 22
  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Wan-I Liao and Chien-Hsin Hsieh.

Deloitte & Touche Taipei, Taiwan Republic of China

March 6, 2026

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

    • 23

TOPOINT TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss (Notes 4, 7 and 31)
Financial assets at amortized cost - current (Note 8)
Notes receivable (Notes 4, 10 and 23)
Accounts receivable (Notes 4, 10 and 23)
Accounts receivable - related parties (Notes 4, 23 and 32)
Other receivables (Notes 4 and 10)
Current tax assets (Notes 4 and 25)
Inventories (Notes 4 and 11)
Prepayments (Note 12)
Other current assets (Notes 17 and 33)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Notes 4, 9 and 31)
Property, plant and equipment (Notes 4, 14 and 33)
Right-of-use assets (Notes 4 and 15)
Intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 25)
Other non-current assets (Notes 17 and 21)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 18 and 33)

Financial liabilities at fair value through profit or loss (Notes 4, 7 and 31)

Contract liabilities (Note 23)

Notes payable

Accounts payable (Note 19)

Accounts payable - related parties (Note 32)

Other payables (Note 20)

Current tax liabilities (Notes 4 and 25)

Lease liabilities (Notes 4 and 15)

Current portion of long-term borrowings (Note 18)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings, net of current portion (Note 18)

Lease liabilities (Notes 4 and 15)

Net defined benefit liabilities (Notes 4 and 21)

Guarantee deposits received

Deferred tax liabilities (Notes 4 and 25)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 22)

Share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2025
Amount
%
$ 1,813,992
23
23,719
-
689,017
9
144,011
2
1,227,497
15
271,586
3
25,710
-
1,295
-
920,900
12
86,878
1

7,298

-


5,211,903
65

64,888
1
2,291,091
29
108,594
1
9,594
-
79,063
1

200,387

3


2,753,617
35

$ 7,965,520
100

$ 491,095
6

2,364
-

15,018
-

-
-

557,129
7

2,130
-

870,379
11

101,713
1

26,758
1

47,010
1

7,112

-



2,120,708
27



141,030
2

36,740
-

1,290
-

14,656
-

223,280

3



416,996

5



2,537,704
32



1,420,425
18


1,317,507
16


573,975
7

177,630
3

1,609,733
20


2,361,338
30


(277,795)

(4)



4,821,475
60


606,341

8



5,427,816
68


$ 7,965,520
100
2024


































































































Amount
%
$ 2,012,970
28

70
-

341,922
5

141,859
2

942,114
13

201,540
3

32,895
-

1,219
-

746,823
10

66,285
1

5,582

-

4,493,279
62

60,690
1

2,147,289
29

137,882
2

12,149
-

68,640
1

355,803

5

2,782,453
38
$ 7,275,732
100
$ 447,452
6

1,586
-

456
-

1,916
-

316,543
4

1,194
-

836,691
12

64,785
1

22,515
-

-
-

6,223

-

1,699,361
23

121,708
2

68,554
1

2,083
-

13,306
-

184,840

3

390,491

6

2,089,852
29

1,421,805
19

1,228,872
17

552,893
7

368,401
5

1,226,170
17

2,147,464
29

(177,630)

(2)

4,620,511
63

565,369

8

5,185,880
71
$ 7,275,732
100

The accompanying notes are an integral part of the consolidated financial statements.

    • 24

TOPOINT TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 23 and 32)

LESS: SALES RETURNS
SALES DISCOUNTS AND ALLOWANCES

NET OPERATING REVENUE
OPERATING COSTS
Operating costs (Notes 11, 24 and 32)

GROSS PROFIT

OPERATING EXPENSES (Note 24)
Selling and marketing
General and administrative
Research and development
Expected credit loss

Total operating expenses

OTHER OPERATING INCOME AND EXPENSES (Note
24)

PROFIT FROM OPERATIONS

NON-OPERATING EXPENSES
Interest income
Dividend income
Other income
Gain or loss on financial instruments at fair value
through profit or loss, net
Foreign exchange loss, net (Note 24)
Other expenses
Impairment loss (Note 16)
Interest expense

Total non-operating expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 25)

NET PROFIT
2025
Amount
%
$ 4,438,170
101
3,734
-

24,332

1

4,410,104
100

3,049,580
69


1,360,524
31

173,297
4
381,772
8
162,944
4

-

-


718,013
16


14,424

-


656,935
15

26,174
1
3,124
-
15,699
-
(576)
-
(5,425)
-
(1,579)
-
(3,260)
-

(27,058)

(1)


7,099

-

664,034
15

(207,109)

(4)


456,925
11
2024



































Amount
%
$ 3,583,069
101

1,556
-

40,414

1

3,541,099
100

2,613,771
74

927,328
26

149,732
4

342,370
10

140,713
4

12,902

-

645,717
18

(3,278)

-

278,333

8

31,079
1

2,198
-

7,904
-

(961)
-

(5,327)
-

(615)
-

-
-

(20,629)

(1)

13,649

-

291,982
8

(79,257)

(2)

212,725

6

(Continued)

    • 25

TOPOINT TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Remeasurement of defined benefit plans

Unrealized gain on investments in equity instruments
at fair value through other comprehensive income
Income tax relating to items that will not be
reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translation to the financial
statements of foreign operations

Total other comprehensive income (loss)

TOTAL COMPREHENSIVE INCOME (LOSS)

NET PROFIT ATTRIBUTED TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTED TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 26)
Basic
Diluted
2025
Amount
%
$ 4,107
-

4,198
-
(753)
-

(41,683)

(1)


(34,131)

(1)

$ 422,794
10

$ 389,328
9

67,597

1

$ 456,925
10

$ 366,048
9

56,746

1

$ 422,794
10

$ 2.75
$ 2.73
2024





















Amount
%
$ 7,408
-

5,721
-

(1,008)
-

194,898

6

207,019

6
$ 419,744
12
$ 206,018
6

6,707

-
$ 212,725

6
$ 401,587
11

18,157

1
$ 419,744
12
$ 1.45
$ 1.43
$ $
$ $
$ $
$ $
$ $


The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

    • 26

TOPOINT TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Cash Dividends Per Share)

BALANCE AT JANUARY 1, 2024

Appropriation of 2023 earnings
Special reserve
Cash dividends distributed by the Company (NT$0.80 per share)


Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2024
Cash dividends distributed by subsidiaries

Changes in percentage of ownership interests in subsidiaries

BALANCE AT DECEMBER 31, 2024

Appropriation of 2024 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company (NT$1.20 per share)


Share-based payment transactions

Net profit for the year ended December 31, 2025
Other comprehensive income (loss) for the year ended December 31, 2025,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2025
Repurchase of treasury shares

Cancelation of treasury share

Cash dividends distributed by subsidiaries

Changes in percentage of ownership interests in subsidiaries

BALANCE AT DECEMBER 31, 2025
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
Non-controlling
Interest (Note 22)
$ 4,331,434
$ 574,926

-
-

(113,744)

-


(113,744)

-

206,018
6,707

195,569

11,450


401,587

18,157


-

(6,561)


1,234

(21,153)


4,620,511

565,369

-
-
-
-

(170,617)

-


(170,617)

-


27,338

-

389,328
67,597

(23,280)

(10,851)


366,048

56,746


(22,286)

-


-

-


-

(13,567)


481

(2,207)

$ 4,821,475
$ 606,341
Total Equity
$ 4,906,360
-

(113,744)

(113,744)
212,725

207,019

419,744

(6,561)

(19,919)

5,185,880
-
-

(170,617)

(170,617)

27,338
456,925

(34,131)

422,794

(22,286)

-

(13,567)

(1,726)
$ 5,427,816
Share Capital
(Note 22)
Capital Surplus
(Note 22)
$ 1,421,805
$ 1,227,638

-
-

-

-


-

-

-
-

-

-


-

-


-

-


-

1,234


1,421,805

1,228,872

-
-
-
-

-

-


-

-


6,700

94,921

-
-

-

-


-

-


-

-


(8,080)

(6,767)


-

-


-

481

$ 1,420,425
$ 1,317,507
Retained Earnings (Notes 4 and 22)
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 552,893
$ 305,480
$ 1,192,019

-
62,921
(62,921 )

-

-

(113,744)


-

62,921

(176,665)

-
-
206,018

-

-

4,798


-

-

210,816


-

-

-


-

-

-


552,893

368,401

1,226,170

21,082
-
(21,082 )
-
(190,771 )
190,771

-

-

(170,617)


21,082

(190,771)

(928)


-

-

-

-
-
389,328

-

-

2,602


-

-

391,930


-

-

-


-

-

(7,439)


-

-

-


-

-

-

$ 573,975
$ 177,630
$ 1,609,733
Other Equity (Note 22)
Exchange
Differences on
Translation to the
Financial
Statements of
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Unearned
Compensation
Foreign
Operations
Comprehensive
Income
Employee
Benefits
Treasury Share
$ (387,267)
$ 18,866
$ -
$ -

-
-
-
-

-

-

-

-


-

-

-

-

-
-
-
-

185,770

5,001

-

-


185,770

5,001

-

-


-

-

-

-


-

-

-

-


(201,497)

23,867

-

-

-
-
-
-
-
-
-
-

-

-

-

-


-

-

-

-


-

-

(74,283)

-

-
-
-
-

(31,629)

5,747

-

-


(31,629)

5,747

-

-


-

-

-

(22,286)


-

-

-

22,286


-

-

-

-


-

-

-

-

$ (233,126)
$ 29,614
$ (74,283)
$ -

The accompanying notes are an integral part of the consolidated financial statements.

    • 27

TOPOINT TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation
Amortization
Expected credit loss recognized
Loss on financial instruments at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share-based componsation
Loss (gain) on disposal of property, plant and equipment
Impairment loss
Inventory valuation loss
Net changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Net defined benefit liability

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for financial assets at fair value through profit or loss
Payments for financial assets at amortized cost
Proceeds from financial assets at amortized cost
Proceeds from financial assets at fair value through profit or loss
Payments for property, plant and equipment (Note 29)
Proceeds from disposal of property, plant and equipment (Note 29)
2025
$ 664,034

351,679
4,748
-
576
27,058
(26,174)
(3,124)
27,338
(14,424)
3,260
1,853
253
(2,152)
(285,247)
(70,046)
1,488
(176,643)
(20,593)
(1,716)
14,562
(1,916)
240,586
936
81,241
889

(8,968)

809,498
33,551
(27,131)

(139,083)


676,835

(23,132)
(347,095)
-
-
(403,034)
63,545
2024
$ 291,982
364,904
4,294
12,902
961
20,629

(31,079)

(2,198)
-

3,278
-
7,528
2,073

(90,679)

(158,293)

(90,505)
2,814

(106,697)

(51,439)

2,555
(378)

1,902
105,491
437
44,734
128

(2,463)
332,881
91,895

(20,513)

(213,887)

190,376

-

-
540,097
186,092

(588,010)
53,136
(Continued)
    • 28

TOPOINT TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Increase in refundable deposits

Payments for intangible assets
Decrease in other non-current assets
Dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-term borrowings
Proceeds from long-term borrowings
Net increase in guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends paid
Cost of treasury chares repurchased
Changes in non-controlling interests
Dividends paid to non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2025
$ 1,989

(5,485)
1,257

3,124


(708,831)

43,643
56,066
1,350
(28,926)
(170,617)
(22,286)
(1,726)

(13,567)


(136,063)


(30,919)

(198,978)

2,012,970

$ 1,813,992
2024
$ (778)

(2,576)
503

2,198

190,662
(56,980)
121,708
743

(22,683)

(113,744)

-

(19,919)

(6,561)

(97,436)

132,842

416,444

1,596,526
$ 2,012,970

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

    • 29

INDEPENDENT AUDITORS’ REPOR

The Board of Directors and Shareholders Topoint Technology Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Topoint Technology Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Details of key audit matters in the Company’s parent company only financial statements for the year ended December 31, 2025 are as follows:

The Authenticity of Drill Revenue

Management may feel pressure to achieve planned results and, therefore, auditing standards presume there is a risk of fraud in revenue recognition. We have determined this to apply specifically to the authenticity of transactions of drill sales. Refer to Note 4 to the accompanying parent company only financial statements for the relevant accounting policy of revenue recognition.

By conducting tests of controls on the Company and its investments accounted for using the equity method, we obtained an understanding of the recognition of drill revenue and of its

    • 30

design and implementation of related controls, and analyzed the changes in the top ten drill sales from customers and the accounts receivable turnover rate. We checked the rationale of drill revenue recognition based on the transactions. We tested the occurrence of drill revenue transactions. We performed journal entry testing by selecting samples of drill revenue journals and matching them with the original orders and external shipping documents or customer receipt documents. We reviewed that there were no significant sales returns after the year end and confirmed that there are no material misstatements of drill revenue.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

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

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

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

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

As part of an audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. 31 -

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

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

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

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 32 -

The engagement partners on the audits resulting in this independent auditors’ report are Wan-I Liao and Chien-Hsin Hsieh.

Deloitte & Touche Taipei, Taiwan Republic of China March 6, 2026

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.

  • 33 -

TOPOINT TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss (Notes 4, 7 and 30)
Financial assets at amortized cost (Note 8)
Notes receivable (Notes 4, 10 and 23)
Accounts receivable, net (Notes 4, 10 and 23)
Accounts receivable - related parties (Notes 4, 23 and 31)
Other receivables (Notes 4 and 10)
Inventories (Notes 4 and 11)
Prepayments (Note 12)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Notes 4, 9 and 30)
Investments accounted for using the equity method (Notes 4 and 13)

Property, plant and equipment (Notes 4, 14 and 32)
Right-of-use assets (Notes 4 and 15)
Intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 25)
Other non-current assets (Notes 17 and 31)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)

Financial liabilities at fair value through profit or loss (Notes 4, 7 and 30)
Contract liabilities (Note 23)
Accounts payable (Note 19)
Accounts payable - related parties (Note 31)
Other payables (Note 20)
Current tax liabilities (Notes 4 and 25)
Lease liabilities (Notes 4 and 15)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Lease liabilities (Notes 4 and 15)
Guarantee deposits received (Note 31)
Credit balance of investments accounted for using the equity method (Notes 4 and 13)
Deferred tax liabilities (Notes 4 and 25)

Total non-current liabilities

Total liabilities

EQUITY
Share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
2025
Amount
%
$ 321,883
6
18
-
37,000
1
4,545
-
269,284
5
111,327
2
13,775
-
199,119
3
23,691
-

48

-


980,690
17

51,318
1
4,222,932
71
570,500
9
1,870
-
2,684
-
44,382
1

63,018

1

4,956,704
83

$ 5,937,394
100

$ 438,063
7
2,364
-
11,722
-
90,913
2
47,477
1
362,450
6
23,773
1
1,184
-

3,685

-


981,631
17

686
-
12,204
-
10,075
-

111,323

2


134,288

2

1,115,919
19

1,420,425
24

1,317,507
22

573,975
10
177,630
3
1,609,733
27

2,361,338
40

(
277,795)
(
5)

4,821,475
81

$ 5,937,394
100
2024































































Amount
%
$ 279,838
5

70
-

-
-

2,718
-

159,026
3

109,409
2

14,032
-

170,760
3

3,839
-

6

-

739,698
13

43,367
1
4,097,191
73

604,853
11

3,227
-

2,610
-

37,272
1

48,035

1
4,836,555
87
$ 5,576,253
100
$ 424,057
7

1,586
-

-
-

51,160
1

21,367
-

323,178
6

37,200
1

1,357
-

3,663

-

863,568
15

1,870
-

11,478
-

6,675
-

72,151

2

92,174

2

955,742
17
1,421,805
25
1,228,872
22

552,893
10

368,401
7
1,226,170
22
2,147,464
39
(
177,630)
(
3)
4,620,511
83
$ 5,576,253
100

The accompanying notes are an integral part of the parent company only financial statements.

  • 34 -

TOPOINT TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2025 2024
Amount % Amount %
OPERATING REVENUE (Notes 23 and 31)
$ 1,371,530 102 $ 1,098,284 101
LESS: SALES RETURNS 3,662 - 1,388 -
SALES DISCOUNTS AND ALLOWANCES
20,200 2
14,279 1
NET OPERATING REVENUE
1,347,668 100 1,082,617 100
OPERATING COSTS (Notes 11, 24 and 31)
Cost of goods sold
897,249 66
736,358 68
GROSS PROFIT 450,419 34 346,259 32
(Unrealized) realized gain on transactions with
subsidiaries
( 395) -
2,703 -
Realized gross profit
450,024 34
348,962 32
OPERATING EXPENSES (Note 24)
Selling and marketing 35,891 3 27,982 3
General and administrative 172,109 13 136,262 13
Research and development 89,792 6 77,409 7
Expected credit loss (Note 10)
- -
6,076 -
Total operating expenses
297,792 22
247,729 23
OTHER OPERATING INCOME AND EXPENSES
(Note 24)
16,756 1
21,742 2
PROFIT FROM OPERATIONS
168,988 13
122,975 11
NON-OPERATING INCOME AND EXPENSES
Share of profit or loss of subsidiaries accounted
for using the equity method 317,533 23 202,621 19
Other income (Note 31) 12,626 1 15,081 2
Rental income (Note 31) 1,285 - 1,308 -
Dividend income 1,742 - 1,189 -
Interest income 3,677 - 2,973 -
Loss on financial instruments at fair value through
profit or loss
( 830)
-
( 2,499)
-
Foreign exchange (loss) gain, net (Note 24)
( 3,079)
-
2,536 -
Impairment loss (Note 13)
( 3,260)
-
- -
Interest expense
( 18,329) (
1)
( 17,468) (
2)
Total non-operating income and expenses
311,365 23
205,741 19
(Continued)
  • 35 -

TOPOINT TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2025 2024
Amount % Amount %
PROFIT BEFORE INCOME TAX
$
480,353
36 $
328,716
30
INCOME TAX EXPENSE (Notes 4 and 25)
( 91,025) (
7)
( 122,698) ( 11)
NET PROFIT
389,328 29
206,018 19
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans 1,879 - 2,924 -
Unrealized gain (loss) on investments in
equity instruments at fair value through
other comprehensive income 7,951 - 3,975 1
Share of remeasurement of defined benefit
plans of subsidiaries accounted for using
the equity method 1,099 - 2,459 -
Unrealized (loss) gain on investments in
equity instruments at fair value through
other comprehensive income of
subsidiaries accounted for using the equity
method
( 2,204) - 1,026 -
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 25)
( 376) - ( 585) -
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation to the
financial statements of foreign operations
( 31,629) (
2)
185,770 17
Total other comprehensive income (loss)
( 23,280) (
2)
195,569 18
TOTAL COMPREHENSIVE INCOME
$
366,048
27
$
401,587
37
EARNINGS PER SHARE (Note 26)
Basic
$
2.75
$
1.45
Diluted
$
2.73
$
1.43

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

  • 36 -

TOPOINT TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Share Capital
(Note 22)
Capital Surplus
(Note 22)
BALANCE AT JANUARY 1, 2024
$ 1,421,805
$ 1,227,638
Appropriation of 2023 earnings
Special reserve
-
-
Cash dividends distributed by the Company (NT$0.80 per
share)

-

-

-

-
Net profit for the year ended December 31, 2024
-
-
Other comprehensive income for the year ended December
31, 2024, net of income tax

-

-
Total comprehensive income for the year ended December 31,
2024

-

-
Changes in percentage of ownership interests in subsidiaries

-

1,234
BALANCE AT DECEMBER 31, 2024
1,421,805
1,228,872
Appropriation of 2024 earnings
Legal reserve
-
-
Special reserve
-
-
Cash dividends distributed by the Company (NT$1.20 per
share)

-

-

-

-
Share-based payments

6,700

94,921
Net profit for the year ended December 31, 2025
-
-
Other comprehensive income for the year ended December
31, 2025, net of income tax

-

-
Total comprehensive income for the year ended December 31,
2025

-

-
Repurchase of treasury shares

-

-
Cancellation of treasury shares
(
8,080)
(
6,767)
Changes in percentage of ownership interests in subsidiaries

-

481
BALANCE AT DECEMBER 31, 2025
$ 1,420,425
$ 1,317,507
Retained Earnings (Note 22) Other Equity (Note 22)
Exchange
Differences on
Translation to the
Financial
Statements of
Foreign
Operations
Unrealized
Gain (Loss) on
Financial Assets
at
Fair Value
Through Other
Comprehensive
Income
Unearned
Employee
Compensation Treasure Shares
Total Equity
($ 387,267)
$ 18,866
$ -
$ -
$ 4,331,434
-
-
-
-
-

-

-

-

-
(
113,744)

-

-

-

-
(
113,744)
-
-
-
-
206,018

185,770

5,001

-

-

195,569

185,770

5,001

-

-

401,587

-

-

-

-

1,234
(
201,497)

23,867

-

-
4,620,511
-
-
-
-
-
-
-
-
-
-

-

-

-

-
(
170,617)

-

-

-

-
(
170,617)

-

-
(
74,283)

-

27,338
-
-
-
-
389,328
(
31,629)

5,747

-

-
(
23,280)
(
31,629)

5,747

-

-

366,048

-

-

-
(
22,286)
(
22,286)

-

-

-

22,286

-

-

-

-

-

481
($ 233,126)
$ 29,614
($ 74,283)
$ -
$ 4,821,475
Legal Reserve Special Reserve
Unappropriated
Earnings
$ 552,893
$ 305,480
$ 1,192,019
-
62,921
(
62,921)

-

-
(
113,744)

-

62,921
(
176,665)
-
-
206,018

-

-

4,798

-

-

210,816

-

-

-

552,893

368,401
1,226,170
21,082
-
(
21,082)
-
(
190,771)
190,771

-

-
(
170,617)

21,082
(
190,771)
(
928)

-

-

-
-
-
389,328

-

-

2,602

-

-

391,930

-

-

-

-

-
(
7,439)

-

-

-
$ 573,975
$ 177,630
$ 1,609,733

The accompanying notes are an integral part of the parent company only financial statements.

  • 37 -

TOPOINT TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax $ 480,353
$ 328,716
Adjustments for:
Depreciation 67,221 68,962
Expected credit loss - 6,076
Amortization 3,936 3,198
Loss on financial instruments at fair value through profit or loss 830 2,499
Interest expense 18,329 17,468
Interest income ( 3,677) ( 2,973)
Dividend income ( 1,742) ( 1,189)
Compensation cost of share-based payments 27,338 -
Share of profit or loss of subsidiaries accounted for using the
equity method ( 317,533) ( 202,621)
Gain on disposal of property, plant and equipment, net ( 16,756) ( 21,742)
Realized loss (gain) on transactions with subsidiaries 395
( 2,703)
Impairment loss 3,260 -
Net changes in operating assets and liabilities
Notes receivable ( 1,827) 285
Accounts receivable, net ( 110,258) ( 27,783)
Accounts receivable - related parties ( 1,918) ( 37,283)
Other receivables 2,145 4,623
Inventories ( 28,359) ( 22,849)
Prepayments ( 19,852) ( 1,378)
Other current assets ( 42) 43
Contract liabilities 11,722 -
Accounts payable 39,753 12,392
Accounts payable - related parties 26,110 3,852
Other payables 45,128 6,366
Other current liabilities ( 1,327) ( 2,050)
Net defined benefit assets ( 139)
( 78)
Cash generated from operations 223,090 131,831
Interest received 3,469 2,972
Interest paid ( 18,329) ( 17,468)
Income tax paid ( 72,766)
( 188,238)
Net cash generated from (used in) operating activities 135,464
( 70,903)

(Continued)

  • 38 -

TOPOINT TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
($ 37,000) $
-
Proceeds from disposal of financial assets at amortized cost - 9,966
Acquisition of long-term equity investments accounted for using the
equity method
( 2,207) ( 420,745)
Payments for property, plant and equipment (Note 28)
( 50,328) ( 47,944)
Proceeds from disposal of property, plant and equipment (Note 28) 720 7,000
(Increase) decrease in refundable deposits
( 4) 869
Payments for intangible assets
( 4,010) ( 2,091)
Dividends received
178,938
759,182
Net cash generated from investing activities
86,109
306,237
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings 13,345
( 37,588)
Proceeds from long-term borrowings -
1,000,000
Repayments of long-term borrowings -
( 1,000,000)
Increase in guarantee deposits received 726 728
Repayment of the principal portion of lease liabilities
( 1,357) ( 1,366)
Cash dividends paid
( 170,617) ( 113,744)
Cost of treasury shares repurchased
( 22,286)
-
Net cash used in financing activities
( 180,189)
( 151,970)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES
661
3,213
NET INCREASE IN CASH AND CASH EQUIVALENTS 42,045 86,577
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
279,838
193,261
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 321,883
$
279,838

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

  • 39 -

ATTACHMENT 5

Statement of Distribution of Retained Earnings

Item Amount Amount
2025 Net Income After Tax
389,328,349
Remeasurements of defined benefit pension
plans recognized in retained earnings
2,601,688
Undistributed Surplus (after adjust)
391,930,037
Less: Legal reserve
(39,193,004)
Less: Special reserve (reversed)
(25,882,488)
2025 Distributable Earnings
326,854,545
Undistributed Surplus at the Beginning of the
Period
1,225,244,318
Distributable Earnings
1,552,098,863
Distribution Items:
Cash Dividends
(cash dividend of NT$2 per share)
290,084,934
Undistributed Surplus at the end of the Period
1,262,013,929
(25,882,488)
326,854,545
1,225,244,318
1,552,098,863
290,084,934
1,262,013,929
  • 40 -

ATTACHMENT 6

Topoint Technology Co., Ltd. Comparison Table of Amendments to the Procedures for Acquisition or Disposal of Assets

After the Amendment After the Amendment After the Amendment After the Amendment Before the Amendment Before the Amendment Before the Amendment Explanation
Article
6-1
Acquisition
Procedures
Investments
in
short-term
marketable securities shall be
undertaken
by
the
Finance
Department with the prior approval
of the Chairman. Where the
Company intends to engage in
other
types
of
short-term
marketable securities investments
and the amount of a single
transaction reaches10%or more
of the Company’s paid-in capital,
such
transaction
shall
be
submitted
to
the
Board
of
Directors for approval prior to
execution.
If
the
cumulative
transaction amount reaches20%
or more of the Company’s paid-in
capital,
the
matter
shall
be
reported to the Board of Directors
for ratificationafterward.
Acquisition



















Article
6-1
Acquisition
Procedures
Investments
in
short-term
marketable securities shall be
undertaken
by
the
Finance
Department with the prior approval
of the Chairman. Where the
Company intends to engage in
other
types
of
short-term
marketable securities investments
and the amount of a single
transaction reaches 5% or more of
the Company’s paid-in capital,
such
transaction
shall
be
submitted
to
the
Board
of
Directors for approval prior to
execution.
If
the
cumulative
transaction amount reaches 10%
or more of the Company’s paid-in
capital,
the
matter
shall
be
reported to the Board of Directors
for ratificationafterward.
Acquisition



















Revised in response to
the
Company’s
operational needs.
Article 16-1Investment Limits
1.The aggregate amount of
investments in real property
and
related
right-of-use
assets
not
intended
for
operational
use
shall
not
exceed
50%
of
the
Company’s paid-in capital.
2.The aggregate amount of
investments
in
marketable
securities shall not exceed
200% of the Company’s net
worth,
and
the
amount
invested
in
any
single
marketable security shall not
exceed
150%
of
the
Company’s net worth.














Article 16-1Investment Limits
The
aggregate
amount
of
investments
in
marketable
securities by the Company and its
subsidiaries shall not exceed the
Company’s paid-in capital. The
amount invested in any single
marketable
security
shall
not
exceed 50% of the Company’s
paid-in capital.








Revised in response to
the
Company’s
operational needs.

investments in real property

and
related
right-of-use
assets
not
intended
for
operational
use
shall
not

exceed
50%
of
the
Company’s paid-in capital.
The aggregate amount of

investments
in
marketable
securities shall not exceed
200% of the Company’s net

worth,
and
the
amount

invested
in
any
single


marketable security shall not

exceed
150%
of
the
Company’s net worth.
Article 16-2Investment Limits
for Subsidiaries
1.
The aggregate amount of
Investment Limits

Article 16-2Investment Limits
for Subsidiaries
The
aggregate
amount
of
Investment Limits

Revised in response to
the
Company’s
operational needs.
  • 41 -
After the Amendment After the Amendment Before the Amendment Explanation
investments
in
real
property
and
related
right-of-use
assets
not
intended
for
operational
use shall not exceed 50%
of such subsidiary’s paid-in
capital.
2.
The aggregate amount of
investments in marketable
securities shall not exceed
200% of the Company’s
net worth, and the amount
invested
in
any
single
marketable security shall
not exceed 150% of the
Company’s net worth.
The
aggregate
amount
of
investments
in
marketable
securities
referred
to
in
Subparagraphs 1 and 2 above
shall be calculated based on the
original investment cost.
investments
in
real



















investments in real property not
intended for operational use by the
Company and its subsidiaries
shall not exceed 50% of the
Company’s paid-in capital.



property
and
related

right-of-use
assets
not
intended
for
operational

use shall not exceed 50%
of such subsidiary’s paid-in

capital.
The aggregate amount of

investments in marketable
securities shall not exceed
200% of the Company’s

net worth, and the amount

invested
in
any
single


marketable security shall

not exceed 150% of the
  • 42 -

ATTACHMENT 7

Topoint Technology Co., Ltd.

Regulations Governing the Issuance and Conversion of the Second Domestic Privately Placed Unsecured Convertible Bonds(Provisional)

I. Name of Bonds

Topoint Technology Co., Ltd. (the “Company”) Second Domestic Privately Placed Unsecured Convertible Bonds (the “Bonds”).

II. Issue Date

  • [Month] [Date], 2026 (the “Issue Date”).

III. Term of Bonds

The term of the Bonds is five (5) years, commencing from the Issue Date of [Month] [Date], 20XX and ending on the maturity date of [Month] [Date], 20XX (the “Maturity Date”).

IV. Issue Price, Total Amount, and Par Value

The maximum total principal amount of the issuance is NT$600,000,000. The par value of each Bond is NT$100,000, and a maximum of 6,000 units shall be issued. The issue price of each Bond shall not be less than 80% of its theoretical price nor lower than its par value.

V. Coupon Rate

The Bonds shall carry a fixed annual coupon rate of 0%.

VI. Date and Method of Repayment

The coupon rate of the Bonds is 0% pursuant to Article V hereof; therefore, no interest payment dates or methods are required. Unless the holders of the Bonds (the “Bondholders”) convert the Bonds into the Company’s privately placed common shares in accordance with Article XI hereof, the Company shall, upon maturity, redeem the Bonds in a single lump sum in cash at the par value on the Maturity Date (or the next business day if the Maturity Date falls on a holiday).

VII. Transfer Restrictions

  1. The Bonds are privately placed securities. Bondholders shall not transfer the Bonds to any competitor of the Company.

  2. Pursuant to Article 43-8 of the Securities and Exchange Act, Bondholders may not resell the Bonds except under the following circumstances:

  3. (1) Where a person specified in Subparagraph 1, Paragraph 1, Article 43-6 of the Securities and Exchange Act holds the privately placed securities for which no securities of the same type are traded on a centralized exchange or over-the-counter market, and such securities are transferred to a person with the same qualifications.

  4. (2) Where at least one year has elapsed since the delivery date of the privately placed securities, and within the third year from such delivery date, the privately placed securities are transferred to persons meeting the qualifications set forth in Subparagraphs 1 and 2, Paragraph 1, Article 43-6 of the Securities and Exchange Act, subject to the holding period and trading volume restrictions prescribed by the competent authority.

  5. (3) Where more than three years have elapsed since the delivery date of the privately placed securities.

  6. (4) Transfers arising by operation of law.

  7. 43 -

  8. (5) Direct transfers between private parties, provided that the quantity does not exceed one trading unit of such securities, and the interval between two consecutive transfers is not less than three months.

  9. (6) Other circumstances as approved by the competent authority.

VIII. Underlying Securities for Conversion

The underlying securities for conversion are the Company’s privately placed common shares. The Company shall fulfill its conversion obligations by issuing new shares.

IX. Conversion Period

Bondholders may, starting from one year after the Issue Date of the Bonds and upon the Bonds becoming convertible, request at any time to convert the Bonds into the Company’s privately placed common shares in accordance with these Regulations and Articles 11 through 14 herein, except for the statutory book closure periods, the period starting fifteen (15) business days prior to the book closure date for stock dividends, cash dividends, or cash capital increases up to the record date for such distributions, the period from the record date for capital reduction to the day immediately preceding the commencement date of trading of the replacement shares issued for such capital reduction, and the period from the commencement date of the suspension of conversion (subscription) due to a change in the par value of shares to the day immediately preceding the commencement date of trading of the newly issued replacement shares.

The restriction on conversion during statutory book closure periods set forth in the preceding paragraph shall not apply to the book closure periods for annual general meetings or extraordinary general meetings of shareholders.

X.

Conversion Procedures

  1. When requesting conversion, Bondholders shall prepare a “Conversion Application Form” affixed with their original registered seals and submit the same to the Company’s stock affairs agent. The conversion shall become effective upon delivery of the application and may not be revoked. The conversion procedures shall be completed within five (5) business days after delivery, and the Company’s newly issued privately placed common shares shall be delivered through book-entry transfer.

  2. Where overseas Chinese or foreign investors apply to convert the Bonds into the Company’s privately placed common shares, the allocation and delivery shall be handled uniformly by the Taiwan Depository & Clearing Corporation (TDCC) through book-entry transfer.

XI.

Conversion Price and Adjustments

  1. Determination of Conversion Price

The conversion price shall be determined as of [Month] [Date], [Year] as the base date (the “Pricing Date”). The conversion price shall be determined based on the higher of the following two benchmarks, and shall be no less than 80% of such higher benchmark price (calculated to the nearest NT$0.1, with the second decimal place rounded): (1) the simple arithmetic average of the closing prices of the Company’s common shares for either one, three, or five business days prior to the Pricing Date, after deducting the effects of ex-rights for stock dividends and ex-dividends for cash dividends, and adding back the effects of capital reduction (reverse ex-rights); or (2) the simple arithmetic average of the closing prices of the Company’s common shares for the thirty (30) business days prior to the Pricing Date, after deducting the effects of ex-rights for stock dividends and ex-dividends for cash dividends, and adding back the effects of capital reduction (reverse ex-rights).

Based on the aforementioned method, the initial conversion price of the Bonds upon issuance shall be NT$[XX] per share (calculated to the nearest NT$0.1, with the second decimal place rounded).

  1. Adjustment of Conversion Price

  2. (7) After the issuance of the Bonds, except for the issuance of common shares arising from the conversion or subscription of securities previously issued (or privately placed) by the Company with

  3. 44 -

conversion or subscription rights, or new shares issued as employee compensation, in the event of an increase in the number of the Company’s issued common shares (including but not limited to cash capital increases via public offering or private placement, capitalization of retained earnings, capitalization of capital surplus, issuance of new shares due to mergers or acquisitions of shares from another company, stock splits, or participation in the issuance of overseas depositary receipts via cash capital increases), the conversion price shall be adjusted in accordance with the formula below (calculated to the nearest NT$0.1, with the second decimal place rounded; only downward adjustments shall be made, while upward adjustments shall not be applied). Such adjustment shall take effect on the ex-rights record date for the new share issuance (Note 1). If the increase in issued common shares results from a change in par value, the adjustment shall take effect on the share exchange record date. The adjusted conversion price shall be disclosed on the Market Observation Post System (MOPS). For capital increases involving actual cash payment, the adjustment shall be made on the date of full payment. If the issue price of the new shares is changed after the ex-rights record date for a cash capital increase, the conversion price shall be recalculated based on the updated issue price in accordance with the formula below. If the recalculated conversion price is lower than the previously announced adjusted conversion price prior to the original ex-rights record date, the Company shall disclose such adjusted conversion price on MOPS.

  • A. Upon issuance of new shares:
Adjusted
Conversion
Price

Current
Conversion
Price
×

Number of
Issued Shares
(Note 2)
Subscription
Price per Share
(Note 3)
×
Number of Newly
Issued or Privately
Placed Shares
Market Price per Share (Note 4)
Number of Issued Shares
(Note 2)
+Number of Newly Issued or
Privately Placed Shares
  • Note 1: In the case of a stock split, the adjustment shall be made on the record date of the stock split. For cash capital increases conducted through book building or for the issuance of overseas depositary receipts where no ex-rights record date is applicable, the adjustment shall be made on the date of full payment. For mergers or share acquisitions, the adjustment shall be made on the record date of such merger or acquisition. For cash capital increases via private placement, the adjustment shall be made on the delivery date of the privately placed securities. If the issue price of new shares is changed after the ex-rights record date for a cash capital increase, the conversion price shall be recalculated based on the updated issue price. If the recalculated conversion price is lower than the previously announced adjusted conversion price prior to the original ex-rights record date, the Company shall disclose such adjustment on MOPS.

  • Note 2: The number of issued shares refers to the total number of issued common shares (including both publicly offered and privately placed shares), net of any treasury shares repurchased by the Company that have not yet been cancelled or transferred.

  • Note 3: In the case of bonus shares or a stock split, the subscription price per share shall be zero. For new shares issued due to a merger, the subscription price per share shall be the net asset value per share of the dissolved company, as calculated based on its most recent financial statements audited or reviewed by a certified public accountant prior to the merger record date, multiplied by the share exchange ratio. For new shares issued for the acquisition of shares from another company, the subscription price per share shall be the net asset value per share of the target company, as calculated based on its most recent financial statements audited or reviewed by a certified public accountant prior to the acquisition record date, multiplied by the share exchange ratio.

  • Note 4: The market price per share shall be the simple arithmetic average of the closing prices of

  • 45 -

the Company’s common shares for either one, three, or five business days prior to the ex-rights record date, the pricing record date, the stock split record date, the merger or acquisition record date, or the delivery date of the privately placed securities.

  • B. Upon Change in Par Value of Shares:

Adjusted Conversion Price = Current Conversion Price × [Number of Issued Common Shares Before the Change in Par Value (Note 5) / Number of Issued Common Shares After the Change in Par Value]

  • Note 5: The number of issued shares refers to the total number of issued common shares (including both publicly offered and privately placed shares), net of any treasury shares repurchased by the Company that have not yet been cancelled or transferred.

  • (8) After the issuance of the Bonds, if the Company distributes cash dividends on its common shares, the conversion price shall be adjusted downward on the ex-dividend record date (calculated to the nearest NT$0.1, with the second decimal place rounded; only downward adjustments shall be made, while upward adjustments shall not be applied). The adjusted conversion price shall be disclosed on the MOPS. This provision for downward adjustment shall not apply to conversion requests submitted prior to (but excluding) the ex-dividend record date. The adjustment formula is as follows:

Downward Adjusted Conversion Price = Current Conversion Price × [1 – Ratio of Cash Dividend per Common Share to Market Price per Share (Note 6)]

  • Note 6: The market price per share shall be the simple arithmetic average of the closing prices of the Company’s common shares for either one, three, or five business days prior to the date of the public announcement of the ex-dividend and the book closure period for the cash dividend.

  • (9) After the issuance of the Bonds, if the Company issues or privately places any securities with conversion or subscription rights to common shares at a conversion or subscription price lower than the market price per share (Note 7), the conversion price shall be adjusted in accordance with the formula below (calculated to the nearest NT$0.1, with the second decimal place rounded; only downward adjustments shall be made, while upward adjustments shall not be applied). Such adjustment shall take effect on the date of issuance of such securities or subscription rights, or on the delivery date of the privately placed securities, and the adjusted conversion price shall be disclosed on MOPS:

on MOPS:
Adjusted
Conversion
Price

Current
Conversion
Price
×

Number of
Issued
Shares (Note
8)
+

Conversion or Subscription Price
of the Newly Issued (or Privately
Placed) Securities with
Conversion or Subscription
Rights
×
Number of Shares
Convertible or
Subscribable from the
Newly Issued (or
Privately Placed)
Securities with
Conversion or
Subscription Rights
Market Price per Share (Note 7)
Number of Issued Shares
(Note 8)
+
Number of Shares Convertible or
Subscribable from the Newly Issued (or
Privately Placed) Securities with
Conversion or Subscription Rights

Note 7: The market price per share shall be the simple arithmetic average of the closing prices of the Company’s common shares for either one, three, or five business days prior to the pricing record date for the subsequent issuance or private placement of securities with conversion or subscription rights, or prior to the delivery date of the privately placed

  • 46 -

securities. If any ex-rights or ex-dividend events occur prior to the pricing record date, the sampled closing prices used to determine the conversion price shall first be adjusted to the post-ex-rights or post-ex-dividend prices.

  - Note 8: The number of issued shares refers to the total number of issued common shares (including both publicly offered and privately placed shares), net of any treasury shares repurchased by the Company that have not yet been cancelled or transferred. If the subsequently issued or privately placed securities with conversion or subscription rights are to be satisfied using treasury shares, the number of issued shares in the adjustment formula shall be further reduced by the number of shares convertible or subscribable from the newly issued (or privately placed) securities.
  • (10) After the issuance of the Bonds, if the Company reduces its capital resulting in a decrease in the number of common shares (other than due to the cancellation of treasury shares), the conversion price shall be adjusted in accordance with the formulas below (calculated to the nearest NT$0.1, with the second decimal place rounded). Such adjustment shall take effect on the capital reduction record date. If the decrease in the number of common shares is due to a change in par value, the adjustment shall take effect on the share exchange record date. The adjusted conversion price shall be disclosed on MOPS:

  • A. Capital Reduction for Loss Offset:

Adjusted Conversion Price = Current Conversion Price × [Number of Issued Common Shares Before Capital Reduction (Note 9) / Number of Issued Common Shares After Capital Reduction (Note 9)]

  • B. Cash Capital Reduction:

Adjusted Conversion Price = Current Conversion Price × [1 – Ratio of Cash Returned per Share to Closing Price on the Last Trading Day Before Share Exchange] × [Number of Issued Common Shares Before Capital Reduction (Note 9) / Number of Issued Common Shares After Capital Reduction (Note 9)]

  • C. Change in Par Value:

Adjusted Conversion Price = Current Conversion Price × [Number of Issued Common Shares Before the Change in Par Value (Note 9) / Number of Issued Common Shares After the Change in Par Value (Note 9)]

  • Note 9: The number of issued common shares refers to the total number of issued common shares (including both publicly offered and privately placed shares), net of any treasury shares repurchased by the Company that have not yet been cancelled or transferred.

  • (5) The conversion price of the Bonds, after adjustment in accordance with the foregoing provisions, shall not be lower than NT$10.

XII. Treatment of Fractional Shares

In the event that conversion into the Company’s privately placed common shares results in fractional shares of less than one share, the Company shall settle such fractions in cash based on the calculated value (rounded down to the nearest NT dollar, with any fraction of a dollar disregarded).

XIII. Listing of Converted Shares

Common shares issued upon conversion of the Bonds, as well as any shares subsequently distributed through capitalization of retained earnings or capital surplus, shall remain privately placed securities and be subject to transfer restrictions under the Securities and Exchange Act and relevant laws and regulations. However, after three years have elapsed from the delivery date of the Bonds and provided that all subscribers have fully converted the Bonds into privately placed common shares, the Company may apply to the competent authority to retroactively complete public issuance procedures for such converted shares and obtain approval for listing.

  • 47 -

Only upon obtaining such approval may the shares be sold in the domestic market.

XIV. Registration of Changes in Share Capital

The Company shall, within fifteen (15) days after the end of each quarter, publicly announce the number of shares delivered in the preceding quarter resulting from the exercise of conversion rights under the Bonds. Furthermore, the Company shall apply to the competent authority for company registration for a change in its registered capital at least once each quarter.

XV. Rights and Obligations after Conversion

The privately placed common shares obtained by Bondholders upon the effectiveness of conversion shall carry the same rights and obligations as the Company’s existing issued common shares. However, such converted common shares shall remain privately placed securities and remain subject to the provisions set forth in Article XIII hereof.

  • XVI. Entitlement to Cash Dividends and Stock Dividends in the Year of Conversion

  • If Bondholders request conversion from January 1 of a given year up to (but excluding) fifteen (15) business days prior to the book closure date for cash dividends (or stock dividends) in that year, the privately placed common shares obtained through such conversion shall be entitled to participate in the distribution of cash dividends (or stock dividends) for the preceding year as resolved at the shareholders’ meeting in that year.

  • Conversion of the Bonds shall be suspended from the date which is fifteen (15) business days prior to (and including) the book closure date for cash dividends (or stock dividends) in that year up to (and including) the ex-dividend (or ex-rights) record date.

  • If Bondholders request conversion from the day following the ex-dividend (or ex-rights) record date in that year up to (and including) December 31 of the same year, the privately placed common shares obtained through such conversion shall not be entitled to participate in the distribution of cash dividends (or stock dividends) for the preceding year as resolved at the shareholders’ meeting in that year. However, such shares shall be entitled to participate in the distribution of cash dividends (or stock dividends) for the current year as resolved at the shareholders’ meeting in the following year.

  • XVII. All Bonds that have been redeemed, repaid, or converted by the Company shall be cancelled and shall not be resold or reissued. The conversion rights attached thereto shall be extinguished accordingly.

  • XVIII. The Bonds and the privately placed common shares issued upon conversion shall be in registered form. Matters relating to transfer, registration of changes, pledge, loss, or other related matters shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and relevant provisions of the Company Act. Tax matters shall be handled in accordance with the applicable tax laws and regulations in effect at the time.

  • XIX. The Company shall be responsible for the redemption and the payment of principal and interest (if any) of the Bonds.

  • XX. In accordance with Article 8 of the Securities and Exchange Act, the Bonds shall be issued in book-entry form, and no physical certificates shall be printed.

  • XXI. As the Bonds are issued by way of private placement, the appointment of a trustee and related matters are not mandatory under the Company Act.

  • XXII. The issuance of the Bonds, as well as the exercise and administration of conversion rights, shall be governed by and construed in accordance with the laws of the Republic of China. Any matters not provided for herein shall be handled in accordance with applicable laws and regulations.

  • 48 -

APPENDIX 1

Topoint Technology Co., Ltd

Rules of Procedure for Shareholders’ Meeting

  1. Save as otherwise provided in applicable laws and regulation, the Company’s shareholders’ meeting shall be governed by these Rules of Procedure for Shareholders' Meeting.

  2. The Company shall provide a sign-in register for signing-in of attending shareholders or their appointed proxies (hereafter referred to as "shareholders"); otherwise, shareholders may submit attendance cards in lieu of signing-in. The number of attendees shall be determined by the number of sign-ins or attendance cards.

  3. Attendance and voting at a shareholders' meeting shall be determined based on the number of shares.

  4. If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or unable to perform his duties for some reason, the vice-chairman shall preside at the meeting on behalf of the chairman; if the Company does not have a vice-Chairman or the vice-chairman is on leave or unable to perform his duties for some reason, the Chairman of the Board of Directors shall appoint a director to serve on his behalf. Where the Chairman of the Board of Directors has not appointed a representative, the directors shall nominate a chairman among them to preside over the meeting. If the shareholders' meeting is convened by any person entitled to convene the meeting other than the Board of Directors, such person shall be the meeting's chairman. If there is more than one such person entitled to convene the meeting, such persons shall nominate one person among them to be the meeting's chairman.

  5. The Company may appoint designated legal counsels, accountants or relevant persons to attend the shareholders' meeting. Meeting administrators shall wear an identification tag or arm batch.

  6. The full meeting proceedings shall be audio or video-recorded and the tapes preserved for at least one year.

  7. The chairman shall call the meeting to order at the scheduled time. If the number of shares represented by the attending shareholders fails to constitute more than one-half of all issued and outstanding shares at the scheduled time, the chairman may delay the meeting time. If, after two postponements, the number of attending shares represented by the attending shareholders fails to meet the quorum but the attending shareholders at the meeting represent more than one-third of all issued and outstanding shares, provisional resolutions may be made in accordance with the provisions under paragraph 1 of Article 175 of the Company Law. If, by the end of the meeting, the attending shareholders constitute more than one-half of all issued and outstanding share, the chairman may re-propose the foregoing provisional resolutions to the meeting for adoption in accordance with Article 174 of the Company Law.

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  9. The meeting agenda shall be set by the Board of Directors if the shareholders' meeting is convened by the Board of Directors. Except as otherwise resolved at the shareholders’ meeting, the meeting agenda shall not be amended. The above provision applies mutatis mutandis to cases where the shareholders’ meeting is convened by any person, other than the Board of Directors, entitled to convene such meeting.

  10. Save as otherwise resolved at the shareholders’ meeting, the chairman of the meeting shall not adjourn the meeting before all the items (including provisional motions) listed in the agenda are deliberated.

  11. In the event that the chairman presiding at the meeting adjourns the meeting in violation of this Rules of Procedure, other attendees may, with more than half the voting rights present at the meeting voting in affirmation, elect another person to serve as chairman and continue with the meeting.

  12. After the meeting is adjourned, the shareholders may not, by electing another chairman to preside over the meeting, continue with the meeting at the original or a new venue.

  13. When a shareholder attending the meeting wishes to address the meeting, a speech note should be filled out with summary of the speech, the shareholder's account number (or the attendance card number) and the shareholder’s account name. The presiding chairman shall determine the order of the shareholders' addresses. An attending shareholder who submits a speech note but fails to address the meeting shall be deemed to have not spoken at the meeting. Where a shareholder’s speech content is inconsistent that of the speech note, the actual speech content shall prevail. Unless otherwise permitted by the chairman and the shareholder addressing the meeting, no shareholder shall interrupt any shareholder’s address; otherwise the presiding chairman shall prohibit such interruption.

  14. The same shareholder may not speak more than twice concerning the same item without the chairman's consent, and the time for each address may not exceed five minutes. The presiding chairman may stop the shareholder from speaking in the event that he violates the aforesaid provisions or when his address exceeds the scope of the agenda item.

  15. A corporation may appoint only one person as representative to attend the shareholder’ meeting. When two or more representatives have been designated, only one representative may speak for every agenda item.

  16. The chairman may personally respond or designate a relevant person to respond after an attending shareholder has spoken.

  17. When the presiding chairman deems that the subject under deliberation is ready to be put to vote, cessation of deliberation may be announced and the said subject be put to vote.

  18. The chairman shall appoint vote supervisors and vote counter for resolutions of proposals; however, such persons must be shareholders. Voting results shall be announced at the meeting and placed

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on record.

  1. During the meeting, the chairman may decide on the intermission time at his discretion.

  2. Save as otherwise provided in the Company Law or the Company's Articles of Incorporation, a resolution shall be adopted by a simple majority of the voting rights represented by the attending shareholders. An agenda item shall be deemed approved and shall have the same effect as if it was voted by casting ballots if no objection is voiced by all attending shareholders after solicitation by the chairman.

  3. Where there is an amended or alternative agenda item, the presiding chairman shall consider such items together with the original proposal to decide on the voting sequence. If, however, one of the items has been adopted, the remaining shall be deemed vetoed, and no further voting shall be necessary.

  4. The presiding chairman may order discipline officers (or security guards) to assist in keeping order in the meeting venue. Such discipline officers (or security guards) shall wear arm marked "Discipline Officer" when maintaining order at the meeting venue.

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APPENDIX 2

Topoint Technology CO., LTD. Articles of Incorporation (Before Revision)

Chapter 1 General Provisions

  • Article 1 This Company is established in accordance with the provisions under the Company Law and named Topoint Technology Co., Ltd.

  • Article 2 The scope of business of this Corporation shall be as follows:

  • 1 CC01080 manufacturing of electronic components.

  • 2 ZZ99999 Other than the business which requires special approval, this Corporation may conduct any business that is not prohibited or restricted by any law or regulations.

  • Article 3 The Company is headquartered in New Taipei City, Taiwan. Where necessary, the board of directors may resolve to set up local or foreign branches.

  • Article 3.1 The Company’s amount of foreign investment is not subject to the forty percent restriction under the Company Law .

  • Article 3.2 Where the Company has to provide endorsement and guarantee as a result of business requirements, such endorsement or guarantee shall be provided in accordance with the regulations of the securities authorities.

  • Article 4 Public announcements of the Company shall be executed in accordance with the provisions under Article 28 of the Company Law .

Chapter 2

Shareholding

  • Article 5 The Company’s total capital is three Billions New Taiwan Dollars, divided into three hundred million shares with a par value of One New Taiwan Dollar each, and may be issued at different times. The board of directors shall be authorised to administer matters concerning share issue. Within the aforesaid total capital, three hundred million New Taiwan Dollars shall be set aside for exercise of options for employee stock option certificates, warrant-attached preference shares, warranted-attached corporate bonds, totalling thirty million shares, issuable at different times in accordance with the board of directors’ resolution.

  • Article 6 Shareholders shall complete a specimen signature card for the Company’s record. All future collection of share dividends and exercise of stock options in writing shall be based on the said specimen signature. Except if otherwise provided by the Company Law or securities rules, the Company’s share registration and transfer operations shall be governed by the provisions under the Regulations Governing the Acquisition or Disposal of Assets .

  • Article 7 The Company issues registered shares, of which the share certificates shall be affixed with the signatures or personal seals of the director representing the Company and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. The Company may be exempted from printing any share certificates, but shall register the issued shares with a centralized securities depositary enterprise.

  • Article 8 Alterations in shareholders’ register may not be carried out within sixty days before an ordinary shareholders’ meeting, thirty days before an extraordinary shareholders’ meeting, or five days before the record dates on which the Company has decided to distribute dividends and bonus or other benefits.

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Chapter 3 Shareholders’ Meeting

Article 9 Shareholders’ Meetings are divided into ordinary and extraordinary meetings. Ordinary meetings are lawfully convened every every by the board of directors within six months after the end of a financial year. Extraordinary meetings are convened as and when necessary.

Article 10 Shareholders unable to attend shareholders’ meetings may authorise a proxy to attend the meetings on his behalf by providing a signed and stamped power of attorney indicating the scope of authorisation. Save as otherwise provided by the Company Law, the Regulations Governing the Acquisition or Disposal of Assets by Public Companies as promulgated by the competent authorities shall govern. Article 11 Save for otherwise provided in Law, every share shall be entitled to one vote. Article 12 Save as otherwise provided by the Company Law, shareholders’ resolutions shall be adopted when more than a simple majority of the shareholders representing issued and outstanding shares, of which more than half with voting rights vote in affirmation.

Chapter 4 Directors and Supervisors

Article 13 The Company shall have seven to eleven directors, and the number of directors is authorized by the board meeting, with three-year office term. Directors are elected and appointed by the shareholders’ meeting from candidates in accordance with the candidate nomination system of Article 192-1 of the Company Act. Candidate(s) may continue in office if re-elected.

Article 13.1 The company shall appoint independent directors with its articles of incorporation under Article 13.

  • They shall be not less than two in number and not less than one-fifth of the total number of directors.

The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the Taiwan Stock Exchange or GreTai Securities Market.

  • Article 13.2 The Board of Directors shall set up functional committees. Committee member qualifications, duties and related matters shall be defined by the Board of Directors in accordance with the laws and regulations.

  • The company will set up the Audit Committee to replace the role of Supervisors. Their duties and other related matters will be defined by the Securities Exchange Act in accordance with the laws and regulations.

  • Article 14 The board of directors shall comprise of directors. The chairman of the board of directors shall be elected from among such directors in the presence of more than two-thirds of the members of the board of directors and of which more than half vote in affirmation. The chairman of the board of directors shall represent the Company in external affairs.

Article 15 Where the chairman of the board directors is on leave or, for reasons, is unable to exercise his powers of office, appointment of the chairman’s proxy shall be governed by the provisions under Article 208 of the Company Law . Article 15.1 Directors of the Company to be convened before the deadline to notify the directors

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in case of a matter of urgency to convene the Board at any time; the company's board of directors convened in writing, e-mail or by fax whom.

  • Directors shall attend board of directors’ meetings. A director who is unable to attend a board of directors’ meeting may appoint other directors as his proxy, provided that a power of attorney is presented. A proxy, however, may only be appointed by one person. Where teleconferencing is used for board of directors’ meetings and directors participating in such meetings via teleconferencing shall be deemed to have attended the meetings in person.

  • Article 15.2 The board of directors shall be authorised to deliberate directors’ remuneration, based on their level of participation with the Company’s operations and amount of contribution, with reference to the industry’s norms.

  • Article 15.3 The Company may purchase liability insurance for its directors. The board of directors shall be authorised to deliberate on the insurance coverage based on market norms. The period of such insurance coverage shall commence on their date of assumption of office until their date of release from office.

Chapter 5 Managers

  • Article 16 The Company shall have managers, the appointment and dismissal, and remuneration of whom shall be governed by the provisions under Article 29 of the Company Law .

Chapter 6 Accounts

  • Article 17 At the end of every financial year, the following reports shall be prepared by the board of directors and submitted to the regular Shareholders’ meeting for ratification.

  • (1)Business Report

  • (2)Financial Statements

  • (3)Proposals for Profit or Loss Appropration

  • Article 18 Profit before income tax set aside Employees’ bonus to employees in the range of 1%to 25%. Remuneration of directors shall be no more than 3%. Employees’ dividend of distribution shell be stock or cash. Remuneration of director’s shell be cash. The new stock provides by the Board of Directors meeting preceding on the Last Trade price and above mentioned to count the shares. Then by the Board of Directors, will be reported to shareholders.

  • Article 18.1 When allocating the net profits for each fiscal year, according to the following sequence: (1) offset its losses in previous years. (2) set aside a legal reserve at 10%of the profit left over.

  • (3) set aside or return the special reserve which could be appropriated according.

  • (4) after deducting the above, and with opening accumulation of undistributed earnings by the Board of Directors, will be reported to shareholders.

  • It is authorized the distributable dividends and bonuses or legal capital reserve and capital reserve in whole or in part may be paid in cash after a resolution has been.

Adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition, thereto a report of such Distribution shall be submitted to the shareholders’ meeting.

  • In view of the Company’s current business growth, and in consideration of its

    • 54 - -

future business development plans, financial structure and shareholders’ equity. Shareholders of the company dividend distribution shall not be lower than 20% of the Distributable Earnings for the same year.

Cash dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the same year.

Chapter 7 Supplementary Provisions

Article 19 All matters not provided herein shall be governed by the Company Law . Article 20 These Articles are formulated on the 21[st] day of March 1996. The 1[st] amendment was made on 10[th] December 1997 The 2[nd] amendment was made on 23[rd] March 1998 The 3[rd] amendment was made on 7[th] September 1999 The 4[th] amendment was made on 20[th] September 1999 The 5[th] amendment was made on 18[th] April 2000 The 6[th] amendment was made on 9[th] April 2001 The 7[th] amendment was made on 16[th] June 2002 The 8[th] amendment was made on 6[th] June 2003 The 9[th] amendment was made on 28[th] June 2004 The 10[th] amendment was made on 28[th] June 2004 The 11[th] amendment was made on 29[th] June 2005 The 12[th] amendment was made on 20[th] January 2006 The 13[th] amendment was made on 20[th] June 2006 The 14[th] amendment was made on 15[th] June 2007 The 15[th] amendment was made on 13[th] June 2008 The 16[th] amendment was made on 10[th] June 2009 The 17[th] amendment was made on 15[th] June 2010 The 18[th] amendment was made on 12[th] June 2012 The 19[th] amendment was made on 11[th] June 2013 The 20[th] amendment was made on 11[th] June 2015 The 21[st] amendment was made on 21[st] June 2016 The 22[nd] amendment was made on 13[th] June 2017 The 23[rd] amendment was made on 22[nd] July 2021. The 24[rd] amendment was made on 9[nd] June 2022.

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APPENDIX 3

Topoint Technology Co., Ltd Shareholdings of Directors as of March 28th, 2026

  • (I) Minimum shares to be held by all directors and supervisors, and details of hareholdings recorded in the shareholders’ register.

Unit: Shares

Unit: Shares
Title Under the relevant laws and
regulations of Shares to be held
Current Shareholding
Directors 8,702,548 12,189,660

(II) Details of Shareholdings of Directors

Unit: Shares

(II) Details of Shareholdings of Directors
Unit: Shares
Position Name Current
Shareholding
Chairman of Board LIN,HSU-TING 6,259,476
Director LIN,JUO-PING 1,343,064
Director Fortune Venture Capital Corporation 4,586,105
Representative: Peng ,ZHI-QIANG 0
Independent Director CHEN,CHUN-YEH 0
Independent Director CHEN,I-FEE 0
Independent Director HSU,CHING-HUI 1,015
Independent Director HSU,CHAO-CHING 0
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