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tpt — AGM Information 2026
Apr 23, 2026
52729_rns_2026-04-23_628a316c-4abe-4749-8968-add885538405.pdf
AGM Information
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Ticker Symbol: 8213
tpt
TAIWAN PRINTED CIRCUIT BOARD
TECHVEST CO., LTD.
The 2026 Annual General Meeting
Meeting Handbook
Methods : Physical Meeting
Date : May 27, 2026
Venue : Floor 2, No.12, Gongye 11th Rd., Pingzhen Dist., Taoyuan City.
Table of Contents
I. Meeting Procedures ... 1
II. Meeting Agenda ... 2
1. Report Items ... 3
2. Ratification Items ... 4
3. Discussion Items ... 4
4. Questions and Motions ... 4
III. Attachments
1. 2025 Business Report ... 5
2. Audit Committee Report ... 9
3. 2025 Consolidated Financial Statements and CPA's Audit Report ... 11
4. 2025 Parent Company Only Financial Statements and CPA's Audit Report ... 19
5. 2025 Earnings Distribution Table ... 27
6. Comparison Table of the "Articles of Incorporation" Amendment ... 28
IV. Appendices
1. Rules of Procedure for Shareholders Meetings ... 30
2. Articles of Incorporation(Before Amendments) ... 35
3. Status of Shares Held by Directors ... 43
4. Other Explanatory Documents ... 44
1
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Procedures for the 2026 Annual Shareholders Meeting
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Questions and Motions
VII. Adjournment
2
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Agenda for the 2026 Annual Shareholders Meeting
Time: 9:00 a.m. on Wednesday, May 27th, 2026
Venue: Floor 2, No.12, Gongye 11th Rd., Pingzhen Dist., Taoyuan City.
Liberty Pingzhen Campus Conference Room
I. Chairperson Calling the Meeting to Order and Remarks
II. Report Items
1. 2025 Business Report
2. Audit Committee Report
3. Report on the 2025 Distribution of Employees’ Compensation and Directors’ Remuneration
4. Report on the 2025 Distribution of Cash Dividends of Earning Distribution
III. Ratification Items
1. 2025 Business Report and Financial Statements
2. 2025 Earnings Distribution Table
IV. Discussion Items
1. Discussion of amendments to the “Articles of Incorporation”
V. Questions and Motions
VI. Adjournment
Report Items
I. 2025 Business Report
Description: Please refer to Attachment 1 (Pages 5-8) of this Handbook for the 2025 Business Report of the Company.
II. Audit Committee Report
Description: Please refer to Attachment 2 (Pages 9-10) of this Handbook for the Audit Committee Report of the Company.
III. Report on the 2025 Distribution of Compensation to Employees and Remuneration to Directors
Description: The distribution of compensation to employees and remuneration to directors was approved by the Board of Directors on March 11, 2026. The amount of compensation to employees and remuneration to directors were NTD 62,028,309 and NTD 12,405,661 respectively.
IV. Report on the 2025 Distribution of Cash Dividends of Earning Distribution
Description: 1. According to the "Articles of Incorporation", the Board of Directors has the duty to resolve the distribution of whole or part of the dividends and bonuses in the form of cash, and report its decision to the Shareholders Meeting.
-
After a meeting of the Board of Directors of the Company on March 11, 2026, it was approved to distribute a total amount of NTD 309,216,436 in cash dividends to shareholders for the fiscal year 2025, at a rate of NT$ 1.14 per share, calculated to the nearest dollar (amounts below one dollar are rounded down). A resolution has been adopted by the Board of Directors to authorize the Chairman to set the ex-dividend date and payment date. Any fractional amount less than one New Taiwan Dollar (NTD) will be treated as other income by the Company.
-
With regard to the various matters reported in this case, if there are changes in laws and regulations, requests from the competent authority, or other factors that require adjustments to the distribution ratio, the Chairman is authorized to adjust the distribution ratio based on the actual number of outstanding shares in circulation of the Company as of the ex-dividend date and the total amount of distributable earnings.
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4
Ratification Items
Item 1
Subject: To ratify the 2025 Business Report and Financial Statements.
(Proposed by the Board of Directors)
Description:
1. The 2025 Financial Statements were audited by Chen, Yi-Chun and Chiang, Hsiao-Ling of KPMG. The abovementioned Financial Statements and 2025 Business Report were approved by the Board of Directors and reviewed by the audit committee.
2. Please refer to Attachment 1 (Pages 5-8, Attachments 3 and 4 (Pages 11-26) of this handbook for the 2025 Business Report, CPA Audit Report and Financial Statements.
Resolution:
Item 2
Subject: To ratify the distribution of 2025 earnings.
(Proposed by the Board of Directors)
Description:
1. The Table of Distribution of 2025 Earnings was approved by the Board of Directors and audited by the audit committee.
2. Please refer to Attachment 5 (Page 27) of this handbook for the Table of Distribution of 2025 Earnings.
Resolution:
Discussion Items
Item 1
Subject: Amendment of some provisions of the "Articles of Incorporation" is hereby submitted for discussion.
(Proposed by the Board of Directors)
Description: To align with relevant regulations and practical operating needs, amendments have been made to certain articles of the "Articles of Incorporation". Please refer to Attachment 6 on page 28-29 of the Handbook for the revised comparison table.
Resolution:
Questions and Motions
Adjournment
Attachment 1
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
2025 Business Report
I. Summary of implementation
In the fiscal year of 2025, the Parent Company's individual financial statements reported revenue of NTD 14,028,713,000, which decreased by NTD 45,859,000 or $0.33\%$ compared to the previous year's revenue of NTD 14,074,572,000. The consolidated revenue for the fiscal year of 2025 was NTD 18,368,162,000, representing an increase of $3.73\%$ compared to the previous year.
In 2025, uncertainty surrounding geopolitical issues and trade policies continued to affect global economic development, while rising trade protectionism and tariff policies further suppressed global trade growth. The recovery in consumer electronics market demand remained moderate, with end-product inventory adjustments still ongoing. Laptops recovered faster than optoelectronic boards; however, overall revenue and profit performance remained unsatisfactory.
In 2025, customer demand for non-China manufacturing capacity increased, and the Vietnam factory has begun generating profits.
II. 2025 Results of the implementation of the business plan
(1) Results of the implementation of the business plan (Parent only financial statement)
(In thousands of New Taiwan Dollars)
| Items | Year 2025 | Year 2024 | Amount of Increase (Decrease) | Percentage (%) |
|---|---|---|---|---|
| Operating revenues | 14,028,713 | 14,074,572 | (45,859) | (0.33) |
| Operating costs | 13,191,519 | 13,118,174 | 73,345 | 0.56 |
| Gross profit from operation | 837,194 | 956,398 | (119,204) | (12.46) |
| Operating expenses | 490,503 | 578,359 | (87,856) | (15.19) |
| Net operating income | 346,691 | 378,039 | (31,348) | (8.29) |
| Net non-operating income (expenditure) | 405,919 | 444,779 | (38,860) | (8.74) |
| Profit before income tax | 752,610 | 822,818 | (70,208) | (8.53) |
| Profit after income tax | 614,474 | 746,262 | (131,788) | (17.66) |
Results of the implementation of the business plan (Consolidated financial statement)
(In thousands of New Taiwan Dollars)
| Items | Year 2025 | Year 2024 | Amount of Increase (Decrease) | Percentage (%) |
|---|---|---|---|---|
| Operating revenues | 18,368,162 | 17,707,989 | 660,173 | 3.73 |
| Operating costs | 16,251,116 | 15,520,337 | 730,779 | 4.71 |
| Gross profit from | 2,117,046 | 2,187,652 | (70,606) | (3.23) |
| Items | Year 2025 | Year 2024 | Amount of Increase (Decrease) | Percentage (%) |
|---|---|---|---|---|
| operation | ||||
| Operating expenses | 1,235,971 | 1,320,660 | (84,689) | (6.41) |
| Net operating income | 881,075 | 866,992 | 14,083 | 1.62 |
| Net non-operating income (expenditure) | 22,584 | 122,277 | (99,693) | (81.53) |
| Profit before income tax | 903,659 | 989,269 | (85,610) | (8.65) |
| Profit after income tax | 602,194 | 723,294 | (121,100) | (16.74) |
| Net profit attributed to: Owners of Parent company | 614,474 | 746,262 | (131,788) | (17.66) |
(2) Financial income and expenditure, and profitability analysis (Parent only financial statement)
(In thousands of New Taiwan Dollars)
| Items | Year 2025 | Year 2024 | |
|---|---|---|---|
| Financial income and expenditure | Operating revenues | 14,028,713 | 14,074,572 |
| Gross profit from operation | 837,194 | 956,398 | |
| Profit after income tax | 614,474 | 746,262 | |
| Profitability | Return on assets (%) | 2.49 | 3.05 |
| Return on equity (%) | 3.82 | 4.87 | |
| Operating income to capital stock (%) | 12.78 | 13.94 | |
| Profit before tax to capital (%) | 27.75 | 30.34 | |
| Profit margin (%) | 4.38 | 5.30 | |
| Basic earnings per share (NTD) | 2.27 | 2.75 | |
| Diluted earnings per share (NTD) | 2.25 | 2.73 |
Financial income and expenditure, and profitability analysis (Consolidated financial statement)
(In thousands of New Taiwan Dollars)
| Items | Year 2025 | Year 2024 | |
|---|---|---|---|
| Financial income and expenditure | Operating revenues | 18,368,162 | 17,707,989 |
| Gross profit from operation | 2,117,046 | 2,187,652 | |
| Profit after income tax | 602,194 | 723,294 | |
| Profitability | Return on assets (%) | 2.37 | 2.91 |
| Return on equity (%) | 3.60 | 4.52 | |
| Operating income to capital stock (%) | 32.48 | 31.96 | |
| Profit before tax to capital (%) | 33.32 | 36.47 | |
| Profit margin (%) | 3.28 | 4.08 |
| Items | Year 2025 | Year 2024 | |
|---|---|---|---|
| Basic earnings per share(NTD) | 2.27 | 2.75 | |
| Diluted earnings per share(NTD) | 2.25 | 2.73 |
(3) Budget Implementation Status: This is not applicable since the Company did not disclose any financial forecast for 2025.
(4) Research and Development Status
The global PCB industry is at a critical inflection point, transitioning from cyclical growth to technology-driven development. With the growing demand for electronic products, particularly in the realm of physical on-device AI, such as AI PCs, AI robots, and high-performance computing, our Company remains fully committed to research and development, striving to deliver advanced products and technologies that align with mainstream market trends.
In response to advancements in high-speed circuit board technology, we have focused on developing solutions such as low signal loss (Low Df), improved signal propagation speed (Low Dk), HVLP-grade ultra-low roughness copper foil, and low surface roughness processing. These innovations are especially targeted at the AI PC sector, where there are exceptionally high demands for signal transmission stability, low latency, and high-frequency performance — key requirements to support the future of smart cities, AI applications, and high-performance computing.
III. Summary of 2026 Business Plan
Looking ahead to 2026, the IMF, World Bank, and OECD project global growth to remain in a stable but weak range of $2.6\%$ to $3.3\%$ , reflecting a pattern of uneven regional recovery and moderate expansion. Global inflation continued to decline throughout 2025, and the IMF had originally projected that global inflation could fall to approximately $3.8\%$ in 2026. However, recent oil price volatility stemming from the U.S.-Iran war and heightened geopolitical tensions raise the question of whether inflationary pressures may resurface — and whether this could adversely affect supply chain operations and cost management remains to be seen.
This year, emerging technologies such as generative AI are expected to continue their advancement, and monetary policy adjustments by major economies are anticipated to help revive consumption and investment momentum. Our Company has proactively strengthened the development and order intake of new products in the physical AI segment, while also enhancing operational efficiency through improvements in existing product technology and quality, to ensure our competitiveness and business performance.
(1) Guideline for operating
In response to the coming era of meager profits and the challenges posed by rapidly shifting global dynamics, the Company has formulated the following business strategies:
- To address the impact of an aging population on industrial labor supply and align with the market trend toward lighter, thinner, and more compact products, we will continue
investing in equipment to enhance automation and intelligent manufacturing—an established strategic direction.
-
By integrating resources across all facilities and departments, we aim to achieve resource and knowledge sharing, thereby improving overall management efficacy.
-
In alignment with global sustainability initiatives, the Company remains committed to fulfilling its corporate social responsibilities, creating value for shareholders, improving employee working conditions and benefits, and dedicating sustained efforts to product and service excellence. Furthermore, we continue to give back to the community and actively pursue goals in energy conservation, water efficiency, and waste reduction as part of our environmental sustainability efforts.
(2) Main production and marketing policy
-
In response to evolving demand in the electronics industry—particularly for high-speed, high-frequency circuits and increasingly compact product designs—the Company is accelerating the development of new materials and the introduction of new equipment to enhance our manufacturing capabilities for high-end products. Advancements in production automation not only reduce labor dependency but also improve product quality and competitiveness. Additionally, our production strategy focuses on workforce and cost management, lead time control, and yield improvement to effectively meet customer demands.
-
The Vietnam factory continued to optimize its production processes, aiming to provide localized support for customer demands in the region. Together with the Group's Pingzhen Factory and the three major manufacturing sites in China, the Company delivers comprehensive and integrated services to its customers.
Finally, we would like to thank our shareholders for their support and encouragement over the years. We will continue to achieve our operational goals and create better results in the future so that we can live up to your support and the expectations of all our investors and share the fruits of our business.
Chairman: Lee, Ming-Hsi
Manager: Lee, Ming-Hsi
Accounting Supervisor: Hu, Hsiu-Hsing
8
Attachment 2
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Audit Committee Report
The Board of Directors has prepared and submitted the Company’s 2025 financial statements and the proposal for earnings distribution. The financial statements have been audited by KPMG, which has completed its audit and issued an independent auditor’s report.
The aforementioned financial statements and the proposal for earnings distribution have been reviewed by the Audit Committee and were found to be in compliance with relevant regulations. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for your review.
Sincerely,
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Convener of the Audit Committee: Huang, Leei-May
(Signature or Stamp)
March 11, 2026
Attachment 2
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Audit Committee Report
The Board of Directors has prepared the Company's annual business report for the fiscal year 2025, which have been reviewed by the Audit Committee and found to be in compliance. As per Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the Committee hereby submits the aforementioned reports.
Sincerely,
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Convener of the Audit Committee: Huang, Leei-May
(Signature or Stamp)
April 10, 2026
2025 Consolidated Financial Statements and CPA's Audit Report
Attachment 3
Independent Auditor's Report
To the Board of Directors and Shareholders of Taiwan Printed Circuit Board Techvest Co., Ltd.:
Opinion
We have audited the accompanying consolidated financial statements of Taiwan Printed Circuit Board Techvest Co., Ltd. and its subsidiaries (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 years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
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 the International Financial Reporting Standards (IFRS), International Accounting Standard (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits following the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China as commissioned. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group under the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities under 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. We have determined the matters described below to be the key audit matters to be communicated in our report. Timing of revenue recognition
Please refer to Note 4(14) "Revenue recognition", and Note 6(19) "Revenue disclosures" of the consolidated financial statements.
Description of key audit matter:
The TPT Group is a listed company, sales revenue is the leading indicator for investors, wherein the management assesses the Group's financial performance. The timing for the recognition of revenue is significant to the financial statements. Therefore, the test of the timing for recognition of revenue was the key audit matters for the audit of the TPT Group's consolidated statements.
How the matter was addressed in our audit:
Our principal audit procedures for the above key audit matters included: Testing the effectiveness of internal controls within the sales and cash receipt cycles and conducting detailed testing; Understanding the revenue recognition accounting treatment of the TPT Group and assessing compliance with relevant standards; Selecting a sample of sales transactions before and after the financial reporting date, verifying relevant documentation to evaluate the accuracy of revenue recognition timing and additionally, investigating whether significant returns occurred after the reporting period.
Other Matter
We have audited and expressed an unqualified opinion on the parent company only financial statements of the Group as of and for the years ended December 31, 2025 and 2024.
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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standard (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued by the Financial Supervisory Commission of the Republic of China. Besides, internal control, as determined by Management, 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 or supervisors) are responsible for overseeing the Group's financial reporting process.
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted following the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists in the consolidated financial statements. Misrepresentation may be the result of fraud or error. Misstatements can arise from fraud or error and are
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considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on base on these consolidated financial statements.
As part of an audit under the auditing standards in the Republic of China, we exercised professional judgment and professional skepticism throughout the audit. We also:
- 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.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditor's 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 auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.
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 identified during our audit.
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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 Group's consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless laws or regulations preclude 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 audit resulting in this independent auditors' report are Chen, Yi-Chun and Chiang, Hsiao-Ling.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the 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 accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
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TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheet
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| Current assets: | Current liabilities: | ||||||||
| 1100 Cash and cash equivalents (Note 6(1)) | $ 8,047,207 | 26 | 11,340,638 | 37 | 2100 Short-term debt (Note 6(10)) | $ 4,608,692 | 15 | 4,525,506 | 15 |
| 1110 Financial assets at fair value through profit or loss, current (Note 6(2)) | 102,396 | - | 29,368 | - | 2120 Financial liabilities at fair value through profit or loss, current (Note 6(2)) | - | - | 18,264 | - |
| 1120 Financial assets at fair value through other comprehensive income, current (Note 6(3)) | 3,327,020 | 11 | - | - | 2170 Notes and accounts payable | 4,233,435 | 13 | 3,636,851 | 12 |
| 1170 Notes and accounts receivable, net (Note 6(4)) | 7,187,305 | 23 | 6,548,159 | 21 | 2200 Other payables | 2,205,544 | 7 | 2,655,496 | 9 |
| 1200 Other receivables (Note 6(5)) | 337,513 | 1 | 191,323 | 1 | 2230 Current tax liabilities | 202,844 | 1 | 172,688 | 1 |
| 1310 Inventories (Note 6(6)) | 2,575,751 | 8 | 2,043,582 | 7 | 2250 Provisions for liabilities, current (Note 6(11)) | 105,675 | - | 118,159 | - |
| 1476 Other financial assets, current (Note 8) | 36,852 | - | 64,332 | - | 2280 Lease liabilities, current (Note 6(12)) | 12,730 | - | 24,834 | - |
| 1479 Other current assets, others | 307,585 | 1 | 335,527 | 1 | 2322 Current portion of long-term debt (Note 6(14)) | 810,119 | 3 | 463,159 | 1 |
| Total current assets | 21,921,629 | 70 | 20,552,929 | 67 | 2365 Refund liabilities, current (Note 6(13)) | 251,688 | 1 | 253,224 | 1 |
| Non-current assets: | 2399 Other current liabilities | 13,680 | - | 13,223 | - | ||||
| 1510 Financial assets measured at fair value through profit or loss, non-current (Note 6(2)) | 60,000 | - | 60,000 | - | Total current liabilities | 12,444,407 | 40 | 11,881,404 | 39 |
| 1517 Financial assets measured at fair value through other comprehensive income, non-current (Note 6(3)) | 22,313 | - | 3,587 | - | Non-current liabilities: | ||||
| 1600 Property, plant and equipment (Note 6(7) and 8) | 8,358,203 | 27 | 8,861,944 | 29 | 2540 Long-term debt (Note 6(14)) | 1,715,772 | 5 | 1,925,891 | 6 |
| 1755 Right-of-use assets (Note 6(8)) | 569,186 | 2 | 636,113 | 2 | 2600 Provision for Liabilities, non-current (Note 6(11)) | 81,600 | - | 143,500 | - |
| 1780 Intangible assets (Note 6(9)) | 389,620 | 1 | 386,697 | 1 | 2580 Lease liabilities, non-current (Note 6(12)) | 19,012 | - | 24,774 | - |
| 1980 Other financial assets, non-current (Note 8) | 12,037 | - | 164,233 | 1 | 2600 Other non-current liabilities | 241,758 | 1 | 180,251 | 1 |
| 1995 Other non-current assets | 18,628 | - | 68,920 | - | Total non-current liabilities | 2,058,142 | 6 | 2,274,416 | 7 |
| Total non-current assets | 9,429,987 | 30 | 10,181,494 | 33 | Total liabilities | 14,502,549 | 46 | 14,155,820 | 46 |
| Equity attributable to owners of parent company: (Note 6(17)) | |||||||||
| 3110 Ordinary shares | 2,712,425 | 9 | 2,712,425 | 9 | |||||
| 3200 Capital reserve | 2,875,694 | 9 | 2,875,694 | 9 | |||||
| Retained earnings: | |||||||||
| 3310 Legal reserve | 2,061,114 | 7 | 1,986,488 | 7 | |||||
| 3320 Special reserve | 314,625 | 1 | 1,035,019 | 3 | |||||
| 3350 Unappropriated retained earnings | 8,527,736 | 27 | 7,641,809 | 25 | |||||
| Others: | |||||||||
| 3410 Exchange differences on translation of foreign financial statements | (285,889) | (1) | (307,076) | (1) | |||||
| 3420 Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | 730 | - | (7,549) | - | |||||
| Subtotal | 16,206,435 | 52 | 15,936,810 | 52 | |||||
| 36XX Non-controlling interests | 642,632 | 2 | 641,793 | 2 | |||||
| Total equity | 16,849,067 | 54 | 16,578,603 | 54 | |||||
| Total assets | $ 31,351,616 | 100 | 30,734,423 | 100 | Total liabilities and equity | $ 31,351,616 | 100 | 30,734,423 | 100 |
See accompanying notes to consolidated financial statements.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 6(19)) | $ 18,368,162 | 100 | 17,707,989 | 100 |
| 5110 | Cost of sales (Note 6(6)) | 16,251,116 | 88 | 15,520,337 | 88 |
| Gross profit | 2,117,046 | 12 | 2,187,652 | 12 | |
| Operating expenses: | |||||
| 6100 | Sales and marketing expenses | 599,462 | 3 | 643,740 | 3 |
| 6200 | General and administrative expenses | 638,678 | 4 | 706,007 | 4 |
| 6450 | Expected credit loss (reversal gain) Note 6(4)) | (2,169) | - | (29,087) | - |
| Total operating expenses | 1,235,971 | 7 | 1,320,660 | 7 | |
| Net operating income | 881,075 | 5 | 866,992 | 5 | |
| Non-operating income and expenses: (Note 6(21)) | |||||
| 7100 | Interest revenue | 195,184 | 1 | 215,659 | 1 |
| 7010 | Other income | 65,539 | - | 77,750 | - |
| 7020 | Other gains and losses | (72,078) | - | 22,427 | - |
| 7050 | Finance costs | (166,061) | (1) | (193,559) | (1) |
| Total non-operating income and expenses | 22,584 | - | 122,277 | - | |
| 7900 | Income before income tax | 903,659 | 5 | 989,269 | 5 |
| 7951 | Less: Income tax expense (Note 6(16)) | 301,465 | 2 | 265,975 | 1 |
| Net income in the period | 602,194 | 3 | 723,294 | 4 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that will not be reclassified into profit or loss | ||||
| 8316 | Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | 18,726 | - | (563) | - |
| 8349 | Less: Income tax related to items that will not be reclassified | - | - | - | - |
| Total | 18,726 | - | (563) | - | |
| 8360 | Items that may be reclassified subsequently into profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 24,637 | - | 738,209 | 4 |
| 8399 | Less: Income tax related to items that may be reclassified subsequently | - | - | - | - |
| Total | 24,637 | - | 738,209 | 4 | |
| 8300 | Other comprehensive income (loss), net of income tax | 43,363 | - | 737,646 | 4 |
| 8500 | Total comprehensive income (loss) in the period | $ 645,557 | 3 | 1,460,940 | 8 |
| Net profit attributable to: | |||||
| 8610 | Owners of the parent company | $ 614,474 | 3 | 746,262 | 4 |
| 8620 | Non-controlling interests | (12,280) | - | (22,968) | - |
| $ 602,194 | 3 | 723,294 | 4 | ||
| Total comprehensive income (loss) attributable to: | |||||
| 8710 | Owners of the parent company | $ 643,940 | 3 | 1,466,656 | 8 |
| 8720 | Non-controlling interests | 1,617 | - | (5,716) | - |
| $ 645,557 | 3 | 1,460,940 | 8 | ||
| Basic earnings per share (NTD) (Note 6(18)) | |||||
| 9750 | Basic earnings per share (Unit: NTD) | $ | 2.27 | 2.75 | |
| 9850 | Diluted earnings per share (Unit: NTD) | $ | 2.25 | 2.73 |
See accompanying notes to consolidated financial statements.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
Amounts in Thousands of New Taiwan Dollars
| Equity attributable to owners of parent company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other equity | Equity attributable to owners of parent company | Non-controlling interests | Total equity | |||||
| Ordinary shares | Capital reserve | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | ||||
| Balance on January 1, 2024 | $ 2,712,425 | 2,875,694 | 1,877,180 | 719,314 | 7,591,802 | (1,027,719) | (7,300) | 14,741,396 | 655,287 | 15,396,683 |
| Net income (loss) in 2024 | - | - | - | - | 746,262 | - | - | 746,262 | (22,968) | 723,294 |
| Other comprehensive income in 2024 | - | - | - | - | - | 720,643 | (249) | 720,394 | 17,252 | 737,646 |
| Total comprehensive income in 2024 | - | - | - | - | 746,262 | 720,643 | (249) | 1,466,656 | (5,716) | 1,460,940 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve | - | - | 109,308 | - | (109,308) | - | - | - | - | - |
| Special reserve | - | - | - | 315,705 | (315,705) | - | - | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (271,242) | - | - | (271,242) | - | (271,242) |
| Increase or decrease in non-controlling interests | - | - | - | - | - | - | - | - | (7,778) | (7,778) |
| Balance on December 31, 2024 | 2,712,425 | 2,875,694 | 1,986,488 | 1,035,019 | 7,641,809 | (307,076) | (7,549) | 15,936,810 | 641,793 | 16,578,603 |
| Net income (loss) in 2025 | - | - | - | - | 614,474 | - | - | 614,474 | (12,280) | 602,194 |
| Other comprehensive income in 2025 | - | - | - | - | - | 21,187 | 8,279 | 29,466 | 13,897 | 43,363 |
| Total comprehensive income in 2025 | - | - | - | - | 614,474 | 21,187 | 8,279 | 643,940 | 1,617 | 645,557 |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve | - | - | 74,626 | - | (74,626) | - | - | - | - | - |
| Reversal of special reserve | - | - | - | (720,394) | 720,394 | - | - | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (374,315) | - | - | (374,315) | - | (374,315) |
| Increase or decrease in non-controlling interests | - | - | - | - | - | - | - | - | (778) | (778) |
| Balance on December 31, 2025 | $ 2,712,425 | 2,875,694 | 2,061,114 | 314,625 | 8,527,736 | (285,889) | 730 | 16,206,435 | 642,632 | 16,849,067 |
See accompanying notes to consolidated financial statements.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before income tax | $ 903,659 | 989,269 |
| Adjustments for: | ||
| Adjustments to reconcile net income (loss) | ||
| Depreciation expense | 1,014,638 | 1,001,049 |
| Amortization expense | 7,811 | 4,582 |
| Expected credit loss reversal profit | (2,169) | (29,087) |
| Net gain from financial assets and liabilities measured at fair value through profit or loss | (102,396) | (11,104) |
| Interest expense | 166,061 | 193,559 |
| Interest revenue | (195,184) | (215,659) |
| Dividend revenue | - | (2,348) |
| Gain (loss) on disposal of property, plant and equipment | (11,768) | 12,518 |
| Gain on lease modification | (29) | 419 |
| Total adjustments | 876,964 | 953,929 |
| Changes in assets and liabilities relating to operating activities: | ||
| Net changes in assets relating to operating activities: | ||
| Financial assets that are forced to be measured at fair value through profit or loss | 29,368 | 60,123 |
| Notes and accounts receivable | (636,872) | 337,307 |
| Other receivables | (81,468) | (53,357) |
| Inventories | (532,299) | (272,114) |
| Other current assets | 27,942 | (161,179) |
| Total net changes in assets relating to operating activities | (1,193,329) | (89,220) |
| Net changes in liabilities relating to operating activities: | ||
| Financial liabilities mandatorily measured at fair value through profit or loss | (18,264) | - |
| Notes and accounts payable | 596,584 | 601,178 |
| Other payables | (286,008) | 212,147 |
| Refund liabilities, current | (1,536) | (50,950) |
| Other current liabilities | 457 | (1,399) |
| Total net changes in liabilities relating to operating activities | 291,233 | 760,976 |
| Total net changes in assets and liabilities relating to operating activities | (902,096) | 671,756 |
| Total adjustments | (25,132) | 1,625,685 |
| Cash provided by operations | 878,527 | 2,614,954 |
| Interest received | 132,840 | 220,484 |
| Interest paid | (162,557) | (200,601) |
| Income taxes paid | (244,240) | (354,698) |
| Net cash provided by operating activities | 604,570 | 2,280,139 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at fair value through profit or loss | - | (18,000) |
| Acquisition of financial assets measured at fair value through other comprehensive income | (3,192,679) | - |
| Acquisition of property, plant, and equipment | (706,769) | (866,370) |
| Disposal of property, plant, and equipment | 29,162 | 9,200 |
| Acquisition of intangible assets | (10,719) | (18,735) |
| Other financial assets | 45,335 | (144,852) |
| Other non-current assets | 32,071 | (55,707) |
| Provisions for liabilities | (62,110) | (17,468) |
| Dividends received | - | 2,348 |
| Net cash used in investing activities | (3,865,709) | (1,109,584) |
| Cash flows from financing activities: | ||
| Short-term debt | 83,186 | (2,661,109) |
| Proceeds from long-term debt | 600,000 | 1,900,000 |
| Repayment of long-term debt | (463,159) | (140,185) |
| Repayment of the principal portion of lease liabilities | (25,018) | (26,870) |
| Other non-current liabilities | 35,013 | (13,757) |
| Distribution of cash dividends | (374,315) | (271,242) |
| Changes in non-controlling interests | (778) | (7,778) |
| Net cash used in financing activities | (145,071) | (1,220,941) |
| Effect of exchange rate changes on cash and cash equivalents | 112,779 | 402,971 |
| Increase (decrease) in cash and cash equivalents in the period | (3,293,431) | 352,585 |
| Cash and cash equivalents at beginning of year | 11,340,638 | 10,988,053 |
| Cash and cash equivalents at end of year | $ 8,047,207 | 11,340,638 |
See accompanying notes to consolidated financial statements.
2025 Parent Company Only Financial Statements and CPA's Audit Report
Attachment 4
Independent Auditor's Report
To the Board of Directors and Shareholders of Taiwan Printed Circuit Board Techvest Co., Ltd.:
Opinion
We have audited the accompanying parent company only financial statements of Taiwan Printed Circuit Board Techvest 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.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying 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 following the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China as commissioned. Our responsibilities under those standards are further described in the Auditor's 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 under 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
Timing of revenue recognition
Please refer to Note 4(13) "Revenue recognition", and Note 6(17) "Revenue disclosures" of the financial statements.
Description of key audit matter:
Taiwan Printed Circuit Board Techvest Co., Ltd. is a listed company. Sales revenue serves as a primary metric for investors, and the management evaluates the company's financial performance based on it. The timepoint of revenue recognition holds significant importance for the financial statements. Consequently, our audit of Taiwan Printed Circuit Board Techvest Co., Ltd. focused on assessing the timepoint of revenue recognition as the key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures for the above key audit matters included Testing the effectiveness of internal controls within the sales and cash receipt cycles and conducting detailed testing; Understanding the revenue recognition accounting treatment of the TPT Company and assessing compliance with relevant standards; Selecting a sample of sales transactions before and after the financial reporting date, verifying relevant documentation to evaluate the accuracy of revenue recognition timing and additionally, investigating whether significant goods returns occurred after the reporting period.
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 following 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 a going concern, and using the going concern's 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.
Auditor's 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 auditor's 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 in the Republic of China will always detect a material misstatement when it exists. Misrepresentation may be the result of fraud or error. 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 based on these parent company only financial
20
statements.
As part of an audit under the auditing standards in the Republic of China, we exercised professional judgment and professional skepticism throughout the audit. We also:
-
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.
-
Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial 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.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit.
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
21
for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless laws or regulations preclude 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 audit resulting in this independent auditors' report are Chen, Yi-Chun and Chiang, Hsiao-Ling.
KPMG
Taipei, Taiwan (Republic of China)
March 11, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.
The independent auditors' report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and parent company only financial statements, the Chinese version shall prevail.
22
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Parent Company Only Balance Sheets
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | |||
| Current assets: | Current liabilities: | |||||||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 1,092,795 | 4 | 1,966,415 | 7 | 2100 | Short-term debt (Note 6(9)) | $ 4,125,750 | 14 | 4,209,625 | 14 | |
| 1170 | Notes and accounts receivable from non-related parties, net (Note 6(3)) | 5,038,626 | 17 | 4,873,548 | 16 | 2170 | Notes and accounts payable | 239,864 | 1 | 284,179 | 1 | |
| 1180 | Accounts receivable due from related parties, net (Note 6(3) and 7) | 38,030 | - | 155,394 | 1 | 2180 | Accounts payable to related parties (Note 7) | 4,949,460 | 17 | 5,507,005 | 19 | |
| 1200 | Other receivables (Note 6(4)) | 8,901 | - | 16,592 | - | 2200 | Other payables (Note 7) | 685,076 | 2 | 950,403 | 3 | |
| 1210 | Other receivables-related parties (Note 6(4) and 7) | 84,286 | - | 169,536 | 1 | 2230 | Current tax liabilities | 120,660 | - | 62,039 | - | |
| 1310 | Inventories (Note 6(5)) | 739,123 | 3 | 687,532 | 2 | 2280 | Lease liabilities, current (Note 6(10)) | 2,640 | - | 5,882 | - | |
| 1476 | Other financial assets, current (Note 8) | 30,931 | - | 49,096 | - | 2322 | Current portion of long-term debt (Note 6(12)) | 810,119 | 3 | 449,823 | 2 | |
| 1479 | Other current assets, others | 37,299 | - | 81,012 | - | 2365 | Refund liabilities, current (Note 6(11)) | 251,590 | 1 | 248,554 | 1 | |
| Total current assets | 7,069,991 | 24 | 7,999,125 | 27 | 2300 | Other current liabilities | 10,150 | - | 8,756 | - | ||
| Non-current assets: | Total current liabilities | 11,195,309 | 38 | 11,726,266 | 40 | |||||||
| 1510 | Financial assets at fair value through profit or loss, non-current (Note 6(2)) | 60,000 | - | 60,000 | - | |||||||
| 1550 | Investment accounted for using equity method (Note 6(6)) | 21,293,379 | 73 | 20,735,066 | 70 | Non-current liabilities: | ||||||
| 1600 | Property, plant and equipment (Note 6(7) and 7) | 764,859 | 3 | 833,594 | 3 | 2540 | Long-term debt (Note 6(12)) | 1,695,772 | 6 | 1,905,891 | 6 | |
| 1755 | Right-of-use assets (Note 6(8)) | 6,783 | - | 10,256 | - | 2580 | Lease liabilities, non-current (Note 6(10)) | 4,223 | - | 4,478 | - | |
| 1980 | Other financial assets, non-current (Note 8) | 438 | - | 438 | - | 2600 | Other non-current liabilities (Note 6(14)) | 109,531 | - | 84,106 | - | |
| 1995 | Other non-current assets | 15,820 | - | 19,072 | - | Total non-current liabilities | 1,809,526 | 6 | 1,994,475 | 6 | ||
| Total non-current assets | 22,141,279 | 76 | 21,658,426 | 73 | Total liabilities | 13,004,835 | 44 | 13,720,741 | 46 | |||
| Equity: (Note 6(15)) | ||||||||||||
| 3110 | Ordinary shares | 2,712,425 | 9 | 2,712,425 | 9 | |||||||
| 3200 | Capital reserve | 2,875,694 | 10 | 2,875,694 | 10 | |||||||
| Retained earnings: | ||||||||||||
| 3310 | Legal reserve | 2,061,114 | 7 | 1,986,488 | 7 | |||||||
| 3320 | Special reserve | 314,625 | 1 | 1,035,019 | 3 | |||||||
| 3350 | Unappropriated retained earnings | 8,527,736 | 29 | 7,641,809 | 26 | |||||||
| Others: | ||||||||||||
| 3410 | Exchange differences on translation of foreign financial statements | (285,889) | - | (307,076) | (1) | |||||||
| 3420 | Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | |||||||||||
| 730 | - | (7,549) | - | |||||||||
| Total equity | 16,206,435 | 56 | 15,936,810 | 54 | ||||||||
| Total assets | $ 29,211,270 | 100 | 29,657,551 | 100 | Total liabilities and equity | $ 29,211,270 | 100 | 29,657,551 | 100 |
See accompanying notes to the parent company only financial statements.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Parent Company Only Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4110 | Operating revenue (Note 6(17) and 7) | $ 14,028,713 | 100 | 14,074,572 | 100 |
| 5110 | Cost of sales (Note 6(5) and 7) | 13,191,519 | 94 | 13,118,174 | 93 |
| Gross profit | 837,194 | 6 | 956,398 | 7 | |
| Operating expenses: | |||||
| 6100 | Sales and marketing expenses | 302,417 | 2 | 383,320 | 3 |
| 6200 | General and administrative expenses | 192,478 | 2 | 222,587 | 1 |
| 6450 | Reversal gain expected credit loss (Note 6(3)) | (4,392) | - | (27,548) | - |
| Total operating expenses | 490,503 | 4 | 578,359 | 4 | |
| Net operating income | 346,691 | 2 | 378,039 | 3 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest revenue | 23,593 | - | 25,418 | - |
| 7010 | Other income(Note 6(19)) | 2,606 | - | 4,084 | - |
| 7020 | Other gains and losses (Note 6(19)) | (2,137) | - | 5,137 | - |
| 7050 | Finance costs (Note 6 (19)) | (148,657) | (1) | (170,568) | (1) |
| 7070 | Share of profit (losses) of subsidiaries, associates and joint ventures accounted for using equity method | 530,514 | 4 | 580,708 | 4 |
| Total non-operating income and expenses | 405,919 | 3 | 444,779 | 3 | |
| 7900 | Income before income tax | 752,610 | 5 | 822,818 | 6 |
| 7951 | Less: Income tax expense (Note 6(14)) | 138,136 | 1 | 76,556 | 1 |
| Net income in the period | 614,474 | 4 | 746,262 | 5 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Items that will not be reclassified into profit or loss | ||||
| 8330 | Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method that will not be reclassified into profit or loss | 8,279 | - | (249) | - |
| 8349 | Less: Income tax related to items that will not be reclassified | - | - | - | - |
| Total | 8,279 | - | (249) | - | |
| 8360 | Items that may be reclassified subsequently into profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 21,187 | - | 720,643 | 5 |
| 8399 | Less: Income tax related to items that may be reclassified subsequently | - | - | - | - |
| Total | 21,187 | - | 720,643 | 5 | |
| 8300 | Other comprehensive income (loss), net of income tax | 29,466 | - | 720,394 | 5 |
| 8500 | Total comprehensive income (loss) in the period | $ 643,940 | 4 | 1,466,656 | 10 |
| Basic earnings per share (NTD) (Note 6(16)) | |||||
| 9750 | Basic earnings per share (Unit: NTD) | $ | 2.27 | 2.75 | |
| 9850 | Diluted earnings per share (Unit: NTD) | $ | 2.25 | 2.73 |
See accompanying notes to the parent company only financial statements.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Parent Company Only Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
Amounts in Thousands of New Taiwan Dollars
| Share capital | Retained earnings | Other equity | Total equity | |||||
|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Capital reserve | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains or losses on financial assets measured at fair value through other comprehensive income | ||
| Balance on January 1, 2024 | $ 2,712,425 | 2,875,694 | 1,877,180 | 719,314 | 7,591,802 | (1,027,719) | (7,300) | 14,741,396 |
| Net income (loss) in 2024 | - | - | - | - | 746,262 | - | - | 746,262 |
| Other comprehensive income in 2024 | - | - | - | - | - | 720,643 | (249) | 720,394 |
| Total comprehensive income in 2024 | - | - | - | - | 746,262 | 720,643 | (249) | 1,466,656 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 109,308 | - | (109,308) | - | - | - |
| Special reserve | - | - | - | 315,705 | (315,705) | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (271,242) | - | - | (271,242) |
| Balance on December 31, 2024 | 2,712,425 | 2,875,694 | 1,986,488 | 1,035,019 | 7,641,809 | (307,076) | (7,549) | 15,936,810 |
| Net income (loss) in 2025 | - | - | - | - | 614,474 | - | - | 614,474 |
| Other comprehensive income in 2025 | - | - | - | - | - | 21,187 | 8,279 | 29,466 |
| Total comprehensive income in 2025 | - | - | - | - | 614,474 | 21,187 | 8,279 | 643,940 |
| Appropriation and distribution of retained earnings: | ||||||||
| Legal reserve | - | - | 74,626 | - | (74,626) | - | - | - |
| Reversal of special reserve | - | - | - | (720,394) | 720,394 | - | - | - |
| Cash dividends on ordinary shares | - | - | - | - | (374,315) | - | - | (374,315) |
| Balance on December 31, 2025 | $ 2,712,425 | 2,875,694 | 2,061,114 | 314,625 | 8,527,736 | (285,889) | 730 | 16,206,435 |
See accompanying notes to the parent company only financial statements.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Parent Company Only Cash Flow Statements
For the years ended December 31, 2025 and 2024
(Amounts in Thousands of New Taiwan Dollars)
Cash flows from operating activities:
| 2025 | 2024 | |
|---|---|---|
| Income before income tax | $ 752,610 | 822,818 |
| Adjustments for: | ||
| Adjustments to reconcile net income (loss) | ||
| Depreciation expense | 78,072 | 86,586 |
| Amortization expense | 3,568 | 1,078 |
| Reversal gain on expected credit loss | (4,392) | (27,548) |
| Interest expense | 148,657 | 170,568 |
| Interest revenue | (23,593) | (25,418) |
| Dividend revenue | - | (2,348) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (530,514) | (580,708) |
| Gain on disposal of property, plant and equipment | (7,140) | (3,644) |
| Others | (24) | 29 |
| Total adjustments | (335,366) | (381,405) |
| Changes in assets and liabilities relating to operating activities: | ||
| Net changes in assets relating to operating activities: | ||
| Financial assets that are forced to be measured at fair value through profit or loss | - | 1,156 |
| Notes and accounts receivable | (43,322) | 8,772 |
| Other receivables | 36,004 | (22,610) |
| Inventories | (51,591) | (15,189) |
| Other current assets | 43,713 | (48,206) |
| Total net changes in assets relating to operating activities | (15,196) | (76,077) |
| Net changes in liabilities relating to operating activities: | ||
| Notes and accounts payable | (601,860) | 1,007,983 |
| Other payables | (231,372) | (165,706) |
| Refund liabilities, current | 3,036 | (40,544) |
| Other current liabilities | 1,394 | 1,182 |
| Total net changes in liabilities relating to operating activities | (828,802) | 802,915 |
| Total net changes in assets and liabilities relating to operating activities | (843,998) | 726,838 |
| Total adjustments | (1,179,364) | 345,433 |
| Cash provided by (used in) operations | (426,754) | 1,168,251 |
| Interest received | 23,593 | 25,418 |
| Interest paid | (147,039) | (175,178) |
| Income taxes paid | (54,090) | (130,784) |
| Net cash provided by (used in) operating activities | (604,290) | 887,707 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at fair value through profit or loss | - | (18,000) |
| Acquisition of investments accounted for using equity method | - | (614,180) |
| Acquisition of property, plant, and equipment | (90,529) | (79,479) |
| Disposal of property, plant, and equipment | 61,158 | 30,732 |
| Acquisition of intangible assets | (4,116) | (9,539) |
| Other receivables | 55,406 | 918,351 |
| Other financial assets | 18,165 | (686) |
| Dividends received | 4,216 | 8,512 |
| Net cash provided by (used in) investing activities | 44,300 | 235,711 |
| Cash flows from financing activities: | ||
| Short-term debt | (83,875) | (2,337,235) |
| Proceeds from long-term debt | 600,000 | 1,900,000 |
| Repayment of long-term debt | (449,823) | (84,286) |
| Repayment of the principal portion of lease liabilities | (5,617) | (11,457) |
| Distribution of cash dividends | (374,315) | (271,242) |
| Net cash used in financing activities | (313,630) | (804,220) |
| Increase (decrease) in cash and cash equivalents in the period | (873,620) | 319,198 |
| Cash and cash equivalents at beginning of year | 1,966,415 | 1,647,217 |
| Cash and cash equivalents at end of year | $ 1,092,795 | 1,966,415 |
26
Attachment 5
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
2025
EARNINGS DISTRIBUTION TABLE
| Items | Amount | |
|---|---|---|
| Undistributed earnings | $ 7,913,262,390 | |
| Add: Net Profit After Tax of 2025 | 614,473,591 | |
| Income after tax for the period and other items adjusted to the current year’s undistributed earnings | 614,473,591 | |
| Less: Appropriated as legal reserve (10%) | (61,447,359) | |
| Add: Reversal of special reserve | 29,466,271 | |
| Accumulated distributable earnings until the end of 2025 | 8,495,754,893 | |
| Less: Distributable items | ||
| Dividend to shareholders (Cash Dividends NTD 1.14)(Note) | (309,216,436) | |
| Total distributable items | (309,216,436) | |
| Unappropriated retained earnings | $ 8,186,538,457 |
Note: As of the end of the transfer date (March 29, 2026), the total number of shares outstanding was 271,242,488.
Chairman: Lee, Ming-Hsi
Manager: Lee, Ming-Hsi
Accounting Supervisor: Hu, Hsiu-Hsing
Attachment 6
Comparison Table of the "Articles of Incorporation" Amendment
| Amended Article | Original Article |
|---|---|
| Article 20 | |
| The Company shall have a Board of Directors consisting of seven to fifteen members. The selection and appointment of directors shall follow the nomination system stipulated in Article 192-1 of the Company Act. The term of office for directors is three years, and they shall be appointed by the Shareholders Meeting from candidates who possess legal capacity. Re-election is permissible, and if a director's term expires before re-election takes place, they shall continue to perform their duties until the new directors are appointed. The number of independent directors among the total number of directors of the Company shall be no less than three. The professional qualification, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, and other matters for compliance concerning independent directors shall be handled following Securities and Exchange supervisory regulations. | Article 20 |
| The Company shall have a Board of Directors consisting of seven to fifteen members. The selection and appointment of directors shall follow the nomination system stipulated in Article 192-1 of the Company Act. The term of office for directors is three years, and they shall be appointed by the Shareholders Meeting from candidates who possess legal capacity. Re-election is permissible, and if a director's term expires before re-election takes place, they shall continue to perform their duties until the new directors are appointed. | |
| As per Articles 14-2 and 14-4 of the Securities and Exchange Act. the number of independent directors among the total number of directors of the Company shall be no less than three and shall represent more than one-fifth of the total number of the directors. The election of independent directors happens in a candidate-nomination system and is appointed from the list of candidates of independent directors at a Shareholders Meeting. The professional qualification, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, and other matters for compliance concerning independent directors shall be handled following Securities and Exchange supervisory regulations. | |
| Article 27 | |
| The Company establishes an Audit Committee in accordance with the provisions of Article 14-4 of the Securities Exchange Act. The Audit Committee shall consist of all independent directors, and the Audit Committee or the members of the Audit Committee shall be responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act, and other laws and regulations. | Article 27 |
| The Company establishes an Audit Committee in accordance with the provisions of Article 14-4 of the Securities Exchange Act. The Audit Committee shall consist of all independent directors, and the Audit Committee or the members of the Audit Committee shall be responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act, and other laws and regulations. The audit committee of the Company is implemented from June 12, 2018. | |
| Article 34 | |
| These Articles were formulated on April 4, 1998. | |
| A first amendment was made on December 17, 1998. | |
| The second amendment was made on April 30, 1999. | |
| The third amendment was made on May 30, 2001. | |
| The fourth amendment was made on June 13, 2002. | |
| The fifth amendment was made on June 24, 2003. | |
| The sixth amendment was made on June 18, 2004. | |
| The seventh amendment was made on June 15, 2005. | |
| The eighth amendment was made on December 20, 2005. | |
| The ninth amendment was made on May 29, 2006. | |
| The tenth amendment was made on June 21, 2007. | |
| The eleventh amendment was made on June 25, 2008. | |
| The twelfth amendment was made on June 10, 2009. | |
| The thirteenth amendment was made on April 30, 2010. | |
| The fourteenth amendment was made on June 15, 2011. | |
| The fifteenth amendment was made on April 27, 2012. | |
| The sixteenth amendment was made on June 11, 2013. | |
| The seventeenth amendment was made on June 12, 2015. | |
| The eighteenth amendment was made on June 8, 2016. | |
| The nineteenth amendment was made on June 8, 2017. | Article 34 |
| These Articles were formulated on April 4, 1998. | |
| A first amendment was made on December 17, 1998. | |
| The second amendment was made on April 30, 1999. | |
| The third amendment was made on May 30, 2001. | |
| The fourth amendment was made on June 13, 2002. | |
| The fifth amendment was made on June 24, 2003. | |
| The sixth amendment was made on June 18, 2004. | |
| The seventh amendment was made on June 15, 2005. | |
| The eighth amendment was made on December 20, 2005. | |
| The ninth amendment was made on May 29, 2006. | |
| The tenth amendment was made on June 21, 2007. | |
| The eleventh amendment was made on June 25, 2008. | |
| The twelfth amendment was made on June 10, 2009. | |
| The thirteenth amendment was made on April 30, 2010. | |
| The fourteenth amendment was made on June 15, 2011. | |
| The fifteenth amendment was made on June 12, 2015. | |
| The eighteenth amendment was made on June 8, 2016. |
| Amended Article | Original Article |
|---|---|
| The twentieth amendment was made on June 8, 2018. | |
| The twenty-first amendment was made on June 12, 2019. | |
| The twenty-second amendment was made on June 8, 2022. | |
| The twenty-third amendment was made on June 9, 2023. | |
| The twenty-fourth amendment was made on May 28, 2025. | The twentieth amendment was made on June 8, 2018. |
| The twenty-first amendment was made on June 12, 2019. | |
| The twenty-second amendment was made on June 8, 2022. | |
| The twenty-third amendment was made on June 9, 2023. |
29
Appendix 1
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Rules of Procedure for Shareholders Meetings
April 30, 1999
Amended and approved by the Extraordinary Shareholders Meeting in 1999.
Amended and approved by the Shareholders Meeting in 2002.
Amended and approved by the Shareholders Meeting in 2006.
Amended and approved by the Shareholders Meeting in 2015.
Amended and approved by the Shareholders Meeting in 2020.
Amended and approved by the Shareholders Meeting in 2022.
Amended and approved by the Shareholders Meeting in 2023.
Article 1 The Shareholders Meetings of the Company (the “Meetings”) shall be conducted following these rules of procedure. Any matter not stated in these rules of procedure shall be handled under the relevant laws and regulations.
Article 2 The Company shall furnish the attending shareholder with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
Article 3 Attendance at Shareholders Meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised written or electronically. Shareholders who wish to attend the Shareholders Meeting via video conference shall register with the Company at the designated location or website no later than two days before the meeting.
Article 4 The Chairman of the Board of Directors shall chair the meeting in the case that the meeting is convened by the Board of Directors. If the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any reason, the Vice-Chairman shall act on his behalf. In case there is no Vice-Chairman or the Vice-Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the Board of Directors shall designate one of the managing directors, or where there is no managing director, one of the directors to act on his/her behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an Acting Chairman of the Board of Directors.
Whereas for a Shareholders Meeting convened by any other person having the convening right, he/she shall act as the Chairman of that meeting provided, however, that if there are two or more persons having the convening right, the Chairman of the meeting shall be elected from among themselves. During the shareholders meeting, if the Chairman declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new Chairman of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.
Article 5 The Company may appoint its attorneys, certified public accountants, or related persons to attend the meeting in a non-voting capacity.
Article 6 The Company shall record or videotape the entire meeting of shareholders and keep it for at least one year.
However, if a lawsuit is filed by a shareholder following Article 189 of the Company Act, it shall be kept until the end of the lawsuit. If a Shareholder's Meeting is held by video conference, the Company shall keep records of the shareholders' registration procedure, attendance, questions, voting and the Company's vote-counting procedures and results, and shall continuously and uninterrupted record and videotape the entire video conference. The Company shall keep the aforementioned information and audio and video recordings for the duration of the meeting, and provide the audio and video recordings to the person entrusted with the video meeting for retention.
Article 7 When the meeting time has arrived, the Chairman shall immediately announce the commencement of the meeting, and simultaneously disclose the number of votes without voting rights and the shareholding information of the attending shareholders. However, if less than a majority of the shareholders representing the total issued shares are present, the Chairman may announce a postponement of the meeting, limited to a maximum of two times, with a total postponement time not exceeding one hour. If after two postponements there are still not enough shareholders representing at least one-third of the total issued shares present, the Chairman may declare the meeting as adjourned. In the case of a virtual meeting, the Company shall also announce the adjournment on the virtual meeting platform.
If, after two postponements, there are still not enough shareholders representing at least one-third of the total issued shares present, the Chairman may declare a resolution as a "tentative resolution" in accordance with Paragraph 1, Article 175 of the Company Act, and notify all shareholders of such tentative resolution within one month for the re-convening of a Shareholders Meeting. For virtual meetings, shareholders who wish to attend via video conference shall re-register with the Company in accordance with the regulations, such as the Guidelines for Handling Shares of Publicly Issued Companies.
If, before the conclusion of the current meeting, the shares represented by attending shareholders reach more than half of the total issued shares, the Chairman may resubmit the tentative resolution for voting at the meeting in accordance with Article 174 of the Company Act.
Article 8 If a Shareholders Meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders Meeting.
The above provision applies mutatis mutandis to the case where the meeting is convened by any person, other than the Board of Directors, entitled to convene such a meeting.
Unless otherwise resolved at the meeting, the Chairperson cannot announce adjournment of the meeting before all the matters of discussion (including motions) listed in the agenda are resolved. The shareholders cannot designate any other person as Chairperson and continue the meeting in the same or another place after the meeting is adjourned.
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Article 9 The number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. The number of shares for which voting rights may not be exercised shall not be calculated as part of the voting rights represented by attending shareholders.
A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another shareholder.
Article 10 When a shareholder appoints a proxy to attend a Shareholders Meeting, except for trust enterprises or stock agencies approved by the competent authority when a person acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted. Any legal entity designated as a proxy by a shareholder to be present at a meeting may appoint up to two representatives to attend the meeting.
Article 11 When the Chairperson deems that a proposal has been discussed sufficiently to put it to a vote, the Chairperson may announce the discussion closed and call for a vote and arrange a suitable time for voting.
Article 12 Unless otherwise provided in the Company Act and the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, the Chairperson or a person designated by the Chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders.
Article 13 When a shareholder presents at the meeting and wishes to speak, a Speech Note should be filled out with a summary of the speech, the shareholder's number (or the number on the Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the Chairperson.
A shareholder in attendance who has submitted a speaker's slip but does not speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Unless otherwise permitted by the Chairperson and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise, the Chairperson shall stop such interruption.
Article 14 When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. The Chairperson may suspend the attendance of any person who disobeys the Chairman's correction and obstructs the order of the meeting.
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Article 15 When a legal person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting. When appointing two or more representatives to attend a meeting, only one of the representatives appointed may speak on the same proposal.
Article 16 After an attending shareholder has spoken, the Chairperson may respond in person or direct relevant personnel to respond.
Where a virtual Shareholders Meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the Chairperson declaring the meeting open until the Chairperson declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. This does not apply to Non-Video Conferencing.
As long as the questions so raised in the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, the questions should be disclosed to the public at the virtual meeting platform.
Article 17 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairperson, provided that all monitoring personnel shall be shareholders of the Company. The result of the voting shall be announced at the meeting and records shall be maintained.
In the event of a virtual Shareholders Meeting, votes shall be counted at once after the Chairman announces the voting session ends, and results of votes and elections shall be announced immediately.
In the event of a virtual Shareholders Meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected Shareholders Meeting online shall not attend the postponed or resumed session.
When a company postpones or reconvenes a meeting under paragraph 3, shareholders, proxy solicitors, or proxy agents who registered to take part by video conferencing in the originally scheduled shareholders' meeting and completed sign-in but do not participate in the postponed or reconvened meeting, the number of shares represented by them and voting rights and election rights exercised by them shall be counted toward the total number of shares, the number of voting rights and number of election rights of shareholders represented at the postponed or reconvened meeting. When a company postpones or reconvenes a shareholders' meeting as set out in paragraph 3, no redundant discussion or resolution is required for proposals, or for lists of elected directors and supervisors, for which the votes have already been cast and counted and the results have been announced.
When the inability to continue video conferencing as set out in paragraph 3 occurs at a hybrid shareholders' meeting convened by the company, if the total number of shares
33
represented at the shareholders' meeting after deduction of the number of shares represented through attendance by video conferencing still reaches the legal quorum for convening of the shareholders' meeting, the shareholders' meeting shall continue in session, without need to postpone or reconvene the meeting as set out in paragraph 3.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When the Company convenes a virtual-only Shareholders Meeting, it furthermore shall specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual Shareholders Meeting.
Article 18 When there is an amendment or an alternative to a proposal, the Chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19 The Chairperson may direct the disciplinary officers or the security guard to assist in keeping the order of the meeting venue. Such disciplinary officers (or security guards) shall wear badges marked "Disciplinary Officers" for identification purposes.
Article 20 During the meeting, the Chairperson may at his or her discretion, set a time for a break.
Article 21 When this Corporation holds a Shareholders Meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the Shareholders Meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is, therefore, advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.
Article 22 When a meeting is in progress, if a force majeure event occurs, the Chairperson may rule the meeting temporarily suspended and announce a time when, given the circumstances, the meeting will be resumed. A resolution may be adopted at a Shareholders Meeting to resume the meeting within five days of the announcement or without notice.
If the meeting cannot be held on the notified date, the Board of Directors is authorized to adjourn or resume the meeting, within five days, following Article 182 of the Company Act. Article 172 of the Company Act shall not apply to the procedure of convening the meeting or adjourning or resuming the meeting of the preceding paragraph.
Article 23 This Rule of procedure shall be effective from the date it is approved by the Shareholders Meeting. The same applies in the case of its revision.
34
Appendix 2
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Articles of Incorporation(Before Amendments)
Section 1 General Provisions
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD. (志超科技股份有限公司 in Chinese Language)
Article 2: The business scope of the Company is as follows:
- CC01080 Electronics Components Manufacturing.
- F219010 Retail Sale of Electronic Materials.
- F401010 International Trade.
- A101020 Growing of crops.
- A102050 Crops Cultivation.
- A102060 Food Dealers.
- A102080 Horticultural Services.
- C109010 Manufacture of Seasoning.
- C801110 Fertilizer Manufacturing.
- F101130 Wholesale of Vegetables and Fruits.
- F102170 Wholesale of Foods and Groceries.
- F201010 Retail Sale of Agricultural Products.
- F299990 Retail Sale of Other Products.
- F301020 Supermarkets.
- F399040 Retail Sale No Storefront.
- F501060 Restaurants.
- G801010 Warehousing.
- I103060 Management Consulting.
- IG01010 Biotechnology Services
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3:
- The Company is headquartered in Taoyuan City and, when necessary, may establish branches at home and abroad as resolved by the Board of Directors following the law.
- The Company may reinvest in other businesses and the investing rate may exceed forty percent of the amount of its own paid-up capital without being subject to the restriction outlined in Article 13 of the Company Act.
- The Company may make endorsements or guarantees to other companies within the same industry or affiliated companies in the same business scope.
Article 4 Any public announcement to be made by the Company shall comply with Article 28 of the Company Act.
Section II Shares
Article 5 The total capital of the company is set at NTD3,500,000,000.-, divided into 350,000,000 shares. The par value per share is NTD10. The Board of Directors is authorized to issue the unissued shares in installments as required by the business. Within the total share capital mentioned above, NTD200,000,000.- is reserved, totaling 20,000,000 shares, for the exercise of employee stock warrants through stock option certificates. The Board of Directors is authorized to issue these shares in installments according to resolutions.
Article 5-1: Treasury shares bought back by the Company shall be transferred to employees of the Parent or subsidiaries of the Company who meet certain criteria. The criteria and the method of subscription are authorized by a resolution made by the Board of Directors.
When the Company issues restricted stock awards to the employees, employees who subscribe to the shares including employees of the Parent or subsidiaries of the Company who meet certain criteria. The criteria and the method of subscription are authorized by a resolution made by the Board of Directors.
When the Company issues new shares, employees who subscribe to the shares include employees of the Parent or subsidiaries of the Company who meet certain criteria. The criteria and the method of subscription are authorized by a resolution made by the Board of Directors.
When the Company issues restricted stock awards to the employees, employees who subscribe to the shares include employees of the Parent or subsidiaries of the Company who meet certain criteria. The criteria and the method of subscription are authorized by a resolution made by the Board of Directors.
Article 6: All of the Company's shares are registered shares, and the share certificates shall be affixed with the signatures or personal seals of the Director representing the Company, and certified by the competent authority or its competent agency. The shares may be issued without physically printing them, by resolution of the Board of Directors, the same applies to other marketable securities.
Article 7: The shareholder shall provide his/her real name and residence or domicile to the Company for inclusion in the Register of Shareholders and submit his/her signature/seal card to the Company for verification, the same applies if there is a change. When the shareholders receive their dividends, and bonuses or when communicating with the Company in written form and exercising their shareholder rights, it shall be per the signature/seal card.
36
Article 8: The transfer, gift, creation or release of pledge, loss or destruction of shares, or other share transactions shall be held following the “Regulations Governing the Administration of Shareholder Services of Public Companies” and other related laws and regulations.
Article 9: (Deleted)
Article 10: (Deleted)
Article 11: Share transfer registration shall be suspended for 60 days prior to a regular Shareholders Meeting, for 30 days prior to a special Shareholders Meeting, or for 5 days prior to the record date fixed for distributing dividends, bonuses, or any other benefit.
Section III Shareholders Meeting
Article 12: Shareholders Meetings may be ordinary meetings or extraordinary meetings and ordinary meetings may be convened once per year. The Shareholders Meeting shall be convened by the Board of Directors six months after the end of each fiscal year. Extraordinary Shareholders Meetings may be convened when necessary as per the law.
Article 13: The Shareholders Meeting shall be convened with a written notice sent to each shareholder at their registered address with the company. For regular meetings, the notice should be sent at least 30 days in advance, while for extraordinary meetings, the notice should be sent at least 15 days in advance. The notice and announcement should clearly state the purpose of the meeting. If agreed upon by the recipient, electronic means may be used for issuing the notice.
Article 13-1: The Company’s Shareholders Meetings may be held by video conference or other means as announced by the Central Authority.
The conditions, operating procedures and other matters to be complied with in the video conference of the Shareholders Meeting shall be under the relevant regulations of the securities supervisory authority.
Article 14: Resolutions at a Shareholders Meeting shall, except as otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 15: When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total
37
number of issued shares, a tentative resolution may be passed by a majority of those present. A written notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders Meeting within one month. If bearer share certificates have been issued, such tentative resolution shall also be publicly announced. In the aforesaid meeting of shareholders, if the tentative resolution is again adopted by a majority of those present who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under the preceding article.
Article 16: A shareholder shall be entitled to one vote for each share held, and voting rights are exercised by correspondence or electronic means, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
Article 17: In case the shareholder may not be attending the Shareholders Meeting for any reason, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy's authorization. The use of proxies for attendance at Shareholders Meeting shall be held following Article 177 of the Company Act and "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the authority.
Article 18: The Shareholders Meeting shall be chaired by the Chairman of the Company, and if the Chairman of the Company is absent, the Chairman shall appoint a director to chair the meeting, if not appointed by the Chairman, the Board of Directors shall elect a director to chair the meeting.
Article 19: Resolutions adopted at a meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairperson of the meeting and shall be distributed to all shareholders of the Company within twenty days after the end of the meeting. The meeting minutes may be produced and distributed in electronic form. Minutes of the meeting, an attendance book to be signed by the attending shareholders and the proxy form shall be kept together at the Company.
Section 4 Directors
Article 20: The Company shall have a Board of Directors consisting of seven to fifteen members. The selection and appointment of directors shall follow the nomination system stipulated in Article 192-1 of the Company Act. The term of office for directors is three years, and they shall be appointed by the Shareholders Meeting from candidates who possess legal capacity. Re-election is permissible, and if a director's term expires before re-election takes place, they shall continue to perform their duties until the
38
new directors are appointed.
As per Articles 14-2 and 14-4 of the Securities and Exchange Act, the number of independent directors among the total number of directors of the Company shall be no less than three and shall represent more than one-fifth of the total number of the directors. The election of independent directors happens in a candidate-nomination system and is appointed from the list of candidates of independent directors at a Shareholders Meeting. The professional qualification, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, and other matters for compliance concerning independent directors shall be handled following Securities and Exchange supervisory regulations.
Article 21: Where the directors form a Board, the Board of Directors shall elect a Chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, who shall conduct all affairs of the Company per the law, the Articles of Incorporation, the resolutions of the Shareholders Meetings and the board meetings.
Article 22: The Board of Directors shall be convened by the Chairman, except for the first meeting of each newly elected Board of Directors, which shall be convened within 15 days by the elected director with the highest vote. The notice of the convened meeting of the Board of Directors shall indicate the date, place and agenda, and be sent to each director at least 7 days prior to the meeting. The notice may be made by electronic mail or fax. In case of an emergency, the meeting may be convened within less than 7 days. The Board of Directors shall convene at least four times a year.
Article 23: The Board of Directors Meeting shall be chaired by the Chairman of the Company, when the Chairman is absent, the Chairman shall appoint a director to chair the meeting following Article 208 of the Company Act, if the director is not appointed by the Chairman, the Board of Directors shall elect a director to chair the meeting.
Article 24 Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Article 25: A director appointing another director to attend a board meeting in his or her place shall give to that director a written proxy with the authorization for all the issues of the meeting and execute his or her voting right, but each director may only act as a proxy of only one director.
Article 26: The terms of reference of the Board of Directors are as follows: Directors shall adopt resolutions at the Board of Directors meeting and exercise their duties and
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responsibilities.
Article 27: The Company establishes an Audit Committee in accordance with the provisions of Article 14-4 of the Securities Exchange Act. The Audit Committee shall consist of all independent directors, and the Audit Committee or the members of the Audit Committee shall be responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act, and other laws and regulations. The audit committee of the Company is implemented from June 12, 2018.
Article 28: (Deleted)
Article 28-1: The Board of Directors is authorized to decide the remuneration of the Chairman and directors, based on the extent of their participation in and value of the contribution to the Company's operations and concerning industry standards.
Article 28-2: The Company may obtain liability insurance for the directors with the approval of the Board of Directors.
Section 5 Personnel
Article 29: The Company shall have a manager, whose appointment, dismissal and remuneration shall be following Article 29 of the Company Act.
Article 30: The Manager shall coordinate the business of the Company by resolution of the Board of Directors and the order of the Chairman.
Section 6 Financial Statements
Article 31: At the end of the fiscal year, the Board of Directors shall prepare and submit to the Shareholders Meeting the following documents for ratification, before submitting them to the authority for examination.
(1) The Business Report
(2) The Financial Statements
(3) The surplus earning distribution or loss off-setting proposals.
Article 32: The Company's annual income before tax, prior to deduction of directors' remuneration and employee compensation, shall allocate no more than 3% for directors' remuneration and between 5% to 15% for employee compensation (with no less than 0.5% specifically allocated to rank-and-file employees). However, if the Company has an accumulated deficit (including adjustments to undistributed earnings), the corresponding amount shall be reserved in advance to offset such losses. The aforementioned employee compensation may be distributed in the form of stock or cash, and may be granted to employees of domestic or foreign subsidiary companies who meet certain criteria, as authorized and determined by the Board of Directors. The matters stated in the preceding two paragraphs shall be resolved by the Board of Directors with the attendance of at least two-thirds of its members and the approval of
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a majority of the directors present, and shall be reported to the shareholders' meeting.
Article 32-1: For annual earnings concluded by the Company, besides taxation as required by law, they shall be prioritized for offsetting prior deficits. Secondly, 10% of the remainder will be the legal reserve unless the legal reserve has reached the total paid-in capital and provision or reversal of special reserve reflective of operational demand may be done. In case of any surplus, the Board of Directors may combine it with prior ones and prepare the distribution proposal and introduce it during the Shareholders Meeting for a decision prior to actual distribution.
The Company may distribute dividends, bonuses or legal reserve in whole or in part of the capital surplus. If the distribution is to be made by cash and authorized for by two-thirds of the Board of Directors attending the meeting, it must be approved with a majority vote and will be reported at the Shareholders Meeting.
In light of steady developments and a sound financial structure, the distribution of surpluses of the Company is not to be below 10% of distributable surpluses after prior surpluses are subtracted. When it is below 1% of the paid-in capital size, however, it may be decided that all the remaining surpluses will continue to be retained and not be distributed.
Upon distribution of earnings, the cash dividend may not be below 10% of the overall dividends.
Section 7 Supplemental Provisions
Article 33: All matters not covered by these Articles of Incorporation shall be handled following the provisions of the Company Act and relevant rules and regulations.
Article 34: These Articles were formulated on April 4, 1998.
A first amendment was made on December 17, 1998.
The second amendment was made on April 30, 1999.
The third amendment was made on May 30, 2001.
The fourth amendment was made on June 13, 2002.
The fifth amendment was made on June 24, 2003.
The sixth amendment was made on June 18, 2004.
The seventh amendment was made on June 15, 2005.
The eighth amendment was made on December 20, 2005.
The ninth amendment was made on May 29, 2006.
The tenth amendment was made on June 21, 2007.
The eleventh amendment was made on June 25, 2008.
The twelfth amendment was made on June 10, 2009.
The thirteenth amendment was made on April 30, 2010.
The fourteenth amendment was made on June 15, 2011.
The fifteenth amendment was made on April 27, 2012.
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The sixteenth amendment was made on June 11, 2013.
The seventeenth amendment was made on June 12, 2015.
The eighteenth amendment was made on June 8, 2016.
The nineteenth amendment was made on June 8, 2017.
The twentieth amendment was made on June 8, 2018.
The twenty-first amendment was made on June 12, 2019.
The twenty-second amendment was made on June 8, 2022.
The twenty-third amendment was made on June 9, 2023.
The twenty-fourth amendment was made on May 28, 2025.
TAIWAN PRINTED CIRCUIT BOARD TECHVEST CO., LTD.
Chairman: Lee, Ming-Hsi
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Appendix 3
Status of Shares Held by Directors
I. Until the date of March 29, 2026, the paid-in capital of the Company was NTD2,712,424,880 and the total shares issued were 271,242,488 shares.
II. There are four independent directors in the Company. The shareholding of the independent directors of a public company is not counted in the total registered shares owned by the directors following Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies". If a public company has elected two or more independent directors, the share ownership figures calculated at the rates for all directors and supervisors other than the independent directors shall be decreased to eighty percent (80%).
III. The minimum shareholding of the Board of Directors by law is 12,000,000 shares.
IV. Until the book closure date of the Shareholders Meeting (March 29, 2026) the registered shareholding by the individual directors and the Board of Directors was as follows:
| Position | Name | Date elected | Shareholding when elected | Shareholdings listed on the shareholders' list until the book closing date. | Remarks | ||
|---|---|---|---|---|---|---|---|
| Shares | Ratio | Shares | Ratio | ||||
| Chairman | Lee, Ming-Hsi | June 12, 2024 | 1,756,189 | 0.65% | 1,756,189 | 0.65% | |
| Directors | HOCHENG Corporation. | June 12, 2024 | 6,575,315 | 2.42% | 6,315,315 | 2.33% | Representative: Chiu, Chi-Hsin |
| Directors | Hsu, Ming-Chieh | June 12, 2024 | 1,930,226 | 0.71% | 2,117,226 | 0.78% | |
| Directors | Hsu, Ming-Hung | June 12, 2024 | 1,817,592 | 0.67% | 1,892,592 | 0.70% | |
| Independent Director | Huang, Leei-May | June 12, 2024 | 124,546 | 0.05% | 124,546 | 0.05% | |
| Independent Director | Hsiao, Shyh-Chyi | June 12, 2024 | 0 | 0.00% | 0 | 0.00% | |
| Independent Director | Lin, Chiu-Lien | June 12, 2024 | 0 | 0.00% | 0 | 0.00% | |
| Independent Director | Chung,Yi-Fang | June 12, 2024 | 210,000 | 0.08% | 210,000 | 0.08% | |
| Total shareholdings of all directors | 12,413,868 | 4.58% | 12,415,868 | 4.59% |
Appendix 4
Others Explanatory Documents
I. The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder Return Rate:
There is no issuance of bonus shares of the Company in this financial year, therefore it does not apply.
II. The processing of the shareholders’ proposal rights at the annual Shareholders Meeting was as follows:
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According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company for discussion at a regular Shareholders Meeting, provided that only one matter shall be allowed in every single proposal and the proposal shall include reasons with no more than three hundred (300) words (including punctuations), otherwise the proposal shall not be included in the agenda. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular Shareholders Meeting whereat his/her proposal is to be discussed and shall take part in the discussion of such proposal.
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The acceptance period for shareholder proposals is from March 20, 2026, to March 30, 2026. Proposals must be received by 4:00 PM on March 30, 2026 (whether delivered or mailed). This information has been duly announced on the Market Observation Post System (MOPS) in accordance with the law.
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During that period, the Company received no proposal from any shareholder.