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Transcend AGM Information 2026
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AGM Information
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Transcend®
創見資訊股份有限公司
Transcend Information, Inc.
Handbook for the 2026 Annual Regular Shareholders’ Meeting
This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.
Transcend Information, Inc.
Handbook for the 2026 Annual Regular Shareholders’ Meeting
TABLE OF CONTENTS
MEETING PROCEDURE --- 1
MEETING AGENDA --- 2
REPORT ITEMS --- 3
PROPOSED ITEMS --- 5
OTHER BUSINESS AND SPECIAL MOTION --- 7
ATTACHMENT
I : BUSINESS REPORT --- 8
II : AUDIT COMMITTEE’S REVIEW REPORT --- 12
III : 2025 PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT --- 13
IV : 2025 CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT --- 24
V : DIRECTORS’ REMUNERATION FOR THE YEAR 2025 --- 34
APPENDIX
I : RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING --- 35
II : ARTICLES OF INCORPORATION --- 42
III : SHAREHOLDINGS OF ALL DIRECTORS --- 48
IV : OTHER MATTERS FOR EXPLANATION --- 49
Transcend Information, Inc.
2026 ANNUAL REGULAR SHAREHOLDERS' MEETING PROCEDURE
- Call the Meeting to Order
- Chairman's Remarks
- Report Items
- Proposed Items
- Other Business and Special Motion
- Meeting Adjourned
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Transcend Information, Inc.
2026 ANNUAL REGULAR SHAREHOLDERS' MEETING AGENDA
(Translation)
Meeting Type: Physical shareholders meeting
Time: 9:00 a.m., Wednesday, June 17, 2026
Place: 1F, No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan (Transcend Information, Inc.)
Chairman's Remarks
I. Report Items
(1) To report the business of 2025.
(2) Audit Committee’s Review Report.
(3) To report 2025 employees’ profit sharing bonus and directors’ compensation.
(4) To report 2025 directors’ remuneration.
(5) Cash distribution from 2025 retained earnings.
II. Proposed Items
(1) Adoption of 2025 Business Report and Financial Statements.
(2) Adoption of the proposal for distribution of 2025 earnings.
III. Other Business and Special Motion
IV. Meeting Adjourned
–2–
I. Report Items
(1) To report the business of 2025.
Explanatory Notes:
Please refer to page 8 to 11 for Attachment I.
(2) Audit Committee’s Review Report.
Explanatory Notes:
Please refer to page 12 for Attachment II.
(3) To report 2025 employees’ profit sharing bonus and directors’ compensation.
Explanatory Notes:
A. The remuneration of 2025 profit to directors would be NT$ 15,600,000. The estimated remuneration to directors is NT$ 0 and the different amount should be NT$ 15,600,000. The difference will be taken as a change in accounting estimate and adjusted in profit or loss for 2026.
B. The remuneration of 2025 profit to employees would be NT$ 140,033,959 (distributed in cash). The remuneration to grassroots employees would be NT$ 74,386,039. The estimated remuneration to employees is NT$ 143,150,407 and the different amount should be NT$ 3,116,448. The estimated remuneration to grassroots employees is NT$ 76,041,496 and the different amount should be NT$ 1,655,457. The difference will be taken as a change in accounting estimate and adjusted in profit or loss for 2026.
(4) To report 2025 directors’ remuneration.
Explanatory Notes:
For details regarding directors’ remuneration, including the remuneration policy, individual remuneration components, amounts, and the correlation with performance evaluation results, please refer to pages 34 for Attachment V.
(5) Cash distribution from 2025 retained earnings.
Explanatory Notes:
A. To comply with Section 5 of Article 240 of the Company Act and Article 22-1 of the Company’s Articles of Incorporation, the board of directors is authorized to distribute dividends and bonuses in whole or in part that may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors.
B. For appropriations of 2025 earnings, the Company will distribute cash dividend of NT$ 5,082,279,765 (NT$11.80 per share).
C. Please refer to page 6 for the chart of 2025 earnings distribution.
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D. Cash dividend will be distributed proportionately according to shareholders’ shares ownership registered in the Common Stockholders’ Roster on the record date for dividend distribution. The cash distribution will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining fraction will be incorporated into other revenues of the Company.
E. In the event that the number of outstanding shares is affected by changes in share capital, thereby impacting the dividend distribution ratio, the Chairman is authorized to adjust the dividend distribution ratio and handle related matters accordingly.
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II. Proposed Items
(1) Adoption of 2025 Business Report and Financial Statements.
(Proposed by the Board of Directors)
Explanatory Notes:
A. The parent company only financial statement and consolidated financial statement of the Company for the year of 2025 have been audited by independent auditors, Mr. Chin-Chang Chen and Mr. Lin, Yi-Fan, of the Pricewaterhouse Coopers.
B. The Business Report, Independent Auditors’ Report and Financial Statements are hereby also attached. (Please refer to page 8 to 11 for Attachment I, and page 13 to 33 for Attachment III and IV)
C. It is submitted for ratification.
Resolution:
(2) Adoption of the proposal for distribution of 2025 earnings.
(Proposed by the Board of Directors)
Explanatory Notes:
A. To appropriate legal reserve from 2025 earnings in accordance with the regulations.
B. Please refer to page 6 for the chart of 2025 earnings distribution.
C. It is submitted for ratification.
Resolution:
Transcend Information, Inc.
The Chart of 2025 Earnings Distribution
For the year ended December 31, 2025
(Expressed in New Taiwan dollar)
| Item | Amount | Remarks |
|---|---|---|
| Unappropriated retained earnings at beginning | 4,496,983,770 | |
| Add: Net income for 2025 | 5,567,815,101 | |
| Adjustment on unappropriated earnings for 2025 | 165,284,056 | |
| Less: Legal reserve (10%) | (573,309,916) | |
| Retained earnings available for appropriation as of December 31, 2025 | 9,656,773,011 | |
| Less: Items of distribution -Cash dividend to shareholders | (5,082,279,765) | Cash dividend (NT$11.80 per share) |
| Unappropriated retained earnings at end | 4,574,493,246 |
Chairman: Shu, Chung-Won
General Manager: Chang, Tsung-Kai
Accounting Supervisor: Chi, Wen Hui
–6–
III. Other Business and Special Motion
IV. Meeting Adjourned
Attachment I
TRANSCEND INFORMATION, INC. BUSINESS REPORT
Looking back on 2025, the memory market experienced a significant increase in prices. In the first half of the year, benefiting from the ramp-up of industrial projects and the continued expansion of AI applications, demand for high-end memory modules increased, supporting solid operational performance. Although Transcend Information Inc. ("Transcend" or the "Company") faced foreign exchange losses due to the depreciation of the U.S. dollar, market conditions evolved in the second half of the year as major wafer manufacturers shifted capacity toward DDR5 and HBM. This transition resulted in tightening supply and sharp price increases for legacy DDR4 products. In response, the Company flexibly adjusted inventory allocation while continuously optimizing production efficiency and cost control. In this rapidly changing market environment, Transcend maintained proactive planning and close collaboration with suppliers. Through stable supply arrangements, efficient production, and disciplined pricing strategies aligned with project requirements, the Company was able to sustain steady operating results through the dedication of all employees. On behalf of the Company, I would like to express my sincere gratitude to all shareholders, customers, suppliers, and employees for your long-standing support and trust.
2025 Business Report
(1) 2025 Business Report, Financial Highlights & Analysis
Transcend's consolidated revenue in 2025 was NT$17.1 billion, an increase of 69.8% from the previous year. Consolidated operating profit reached NT$6.55 billion, marking a 244% increase compared to 2024. Net income after tax was NT$5.57 billion, reflecting a 141% increase year-over-year. Earnings per share were NT$12.98, calculated based on the weighted average of outstanding share capital of NT$4.3 billion. Overall, business performance improved compared to 2024.
In addition, equity attributable to owners of the Company reached NT$23.0 billion, accounting for 87.8% of total assets. The ratio of long-term capital to property, plant, and equipment was 1,545%, the current ratio was 662%, the return on assets was 23.4%, and the return on equity was 26.0%.
(2) Budget Execution
Transcend did not publicly disclose financial forecasts.
(3) Research & Development
As a leading brand in the industry, Transcend continues to deepen its technological capabilities, focusing on high-performance storage solutions to meet growing market demand for speed, durability, and security. With AI applications rapidly expanding from cloud to edge computing, and with big data analytics driving exponential demand for massive storage and real-time processing, the need for highly reliable and ultra-high-capacity storage devices is becoming increasingly critical. Transcend actively invests in embedded storage technologies and strategic product development,
aiming to deliver faster, more stable, and highly reliable solutions to address the stringent requirements for real-time processing and long-term data retention in the era of massive data.
In industrial applications, the Company focuses on enterprise-grade and high-performance industrial solutions, including enterprise SSDs for data centers and cloud computing, as well as DDR5 6400 high-speed memory modules, ensuring stability under heavy workloads. In parallel, Transcend has expanded into advanced imaging applications by developing professional camera modules that provide precise image capture and processing capabilities for automation systems, smart healthcare, and surveillance, meeting the real-time data processing needs of the IoT era.
In the consumer market, Transcend continues to push the limits of transfer speed and storage performance. Representative products include the next-generation PCIe Gen5 SSD 260S, delivering unprecedented read/write performance for gaming and professional content creation. In portable storage, the Company introduced the ESD420 magnetic portable SSD, combining compact design with user convenience. For professional imaging, the CFexpress 830 memory card supports smooth recording of 8K RAW content, while the microSD Express memory card USD710S and RDE3 card reader provide reliable expansion solutions for next-generation handheld gaming devices. In wearable imaging devices, the DrivePro Body 10D body camera offers enhanced battery life and advanced night vision technology, providing more reliable recording support for frontline law enforcement and security personnel.
Through continuous innovation and quality enhancement, Transcend strengthens its product competitiveness, addresses diverse storage needs across markets, and remains committed to delivering efficient, secure, and durable storage solutions to drive sustainable corporate growth.
Summary of 2026 Business Plan
(1) Management Policy
Guided by a spirit of innovation and continuous self-improvement, the Company adheres to its core management philosophy of quality first, premium service, effective management, and mutual benefit for all stakeholders.
(2) Estimated Sales Volume
Transcend estimates product sales for 2026 based on industry trends, market research, and future order forecasts.
| Product Category | Estimated Sales Volume (in Thousand Units) |
|---|---|
| DRAM + Flash products | 15,000 |
| Others | 1,500 |
(3) Key Production and Sales Strategies
a. DRAM Modules
Facing supply shortages of DDR4 caused by the industry-wide shift of wafer capacity toward HBM and DDR5, Transcend leverages its strong strategic alliances with upstream chip suppliers to secure stable and competitive supply. Amid market volatility, the Company continues to expand its global presence through distribution channels, OEM partnerships, and e-commerce platforms. Resources are prioritized toward high-margin industrial, medical, and embedded system projects, while DDR5 6400 high-speed modules are actively promoted in the AI PC market. All products undergo rigorous quality testing and compatibility validation to ensure stable and reliable performance, supported by comprehensive technical services and warranty programs to meet the diverse needs of enterprise, industrial, and consumer markets.
b. Flash Products
In response to the surge in demand for massive storage driven by AI servers and edge computing, as well as ongoing supply instability expected in 2026, Transcend remains committed to developing consumer products while further strengthening its presence in embedded applications. In the industrial segment, the Company continues to enhance its enterprise SSD and industrial NVMe SSD product lines to meet 24/7 high-endurance requirements. In consumer and professional markets, Transcend focuses on high-value niches, promoting key products such as PCIe SSDs, portable SSDs, and CFexpress memory cards. Through a diversified high-end product portfolio, the Company not only mitigates supply volatility risks but also enhances profitability and core competitiveness in the era of massive data.
Impacts of Future Development, External Environment, Regulatory Environment, and Overall Operating Environment
Transcend remains focused on its core business while actively strengthening corporate governance, ensuring transparency, and providing comprehensive information to shareholders and investors. The Company has long been committed to supporting youth sports development in Taiwan, sponsoring events from elementary to high school levels. In addition to long-term support for interscholastic athletic programs, Transcend has received the Ministry of Education’s “Sports Activist Award” Bronze Award and Long-Term Sponsorship Award for 12 consecutive years. Through initiatives that extend from domestic engagement to international participation, Transcend supported the U-12 Baseball World Cup for the third time in 2025, helping connect Taiwan’s grassroots baseball development to the global stage. Since launching the “Rural Baseball Seed Program” in 2015, the Company has supported 27 schools and over 700 young athletes, contributing to the cultivation of future sports talent. In terms of brand influence, Transcend ranked among Taiwan’s Top 25 International Brands again in 2025, with a steadily improving position, reflecting the Company’s long-term commitment to sustainable operations.
Looking ahead, the global IT industry continues to be driven by AI training and inference applications.
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In light of ongoing uncertainties stemming from tight DRAM and Flash supply, Transcend will strengthen inventory management through flexible procurement strategies and foreign currency asset allocation to ensure supply stability and mitigate foreign exchange risks. At the same time, the Company will continue to shift toward high value-added, higher-margin industrial and enterprise product lines to optimize production efficiency. In parallel, Transcend will further advance ESG initiatives by developing energy-efficient products and adopting environmentally friendly packaging materials, actively reducing its operational carbon footprint and contributing to the establishment of a green supply chain. Through concrete actions and collaboration with partners, the Company is committed to achieving sustainable development.
Finally, we sincerely thank all shareholders for your long-term support and recognition. We welcome your continued guidance and support, and Transcend will remain dedicated to creating greater value in the years ahead.
Chairman : Shu, Chung-Won
General Manager : Chang, Tsung-Kai
Accounting Supervisor : Chi, Wen Hui
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Attachment II
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements and Earnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited and certified by Mr. Chin-Chang Chen and Mr. Lin, Yi-Fan, the CPA of the Pricewaterhouse Coopers. The Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the audit committee of Transcend Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
The Audit Committee of Transcend Information, Inc.
Chairman of the Audit Committee: KUO, TSUNG-MING
March 4, 2026
Attachment III
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR 25000583
To the Board of Directors and Shareholders of Transcend Information, Inc.
Opinion
We have audited the accompanying parent company only balance sheets of Transcend Information, Inc. (the "Company") as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent auditors' responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2025 parent company only financial statements. 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, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
Valuation of inventories
Description
Refer to Notes 4(13), 5(2) and 6(5) to the parent company only financial statements for the information on the Company’s inventory accounting policy, estimates and assumptions and allowance for inventory valuation losses.
The percentage of the Company’s inventories to total assets is material and the Company applies judgements and estimates in determining the net realizable value of inventories at the balance sheet date. The Company mainly produces DRAM and flash memory. As these products have a short life cycle and belong to a highly competitive industry, the market prices change frequently. Since the Company’s inventories and the allowance for inventory valuation losses are material to the financial statements, the valuation of inventories has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Company’s operations and industry. Assessed the reasonableness of the policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Company's inventory control procedures. Reviewed annual inventory count plan and observed the annual physical count of material inventory storage location in order to assess the effectiveness of internal controls over inventory.
C. Obtained relevant evaluation reports of inventory and tested the logic and accuracy of information to assess the reasonableness of allowance for inventory valuation losses.
Estimation of allowance for sales discounts
Description
In consideration of business volume, the Company provides a variety of business incentives to specific customers or products, and based on that, the Company can estimate the allowance for sales discounts monthly. Refer to Notes 4(26) and 6(4) to the parent company only financial statements for the information on the estimation of allowance for sales discounts.
Since the contracts are numerous and the result could affect the net revenue in the parent company only financial statements, the estimation of allowance for sales discounts has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Company's operations, industry and the procedures to recognize allowance for sales discounts.
B. Obtained an understanding of the Company's sales procedures and interviewed management to assess the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discounts, and tested material sales allowance contracts and recalculated it to assess the reasonableness of allowance determined by the Company.
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Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Independent auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
A. 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.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
E. 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.
F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors’ report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chen, Chin-Chang
Lin, Yi-Fan
For and on behalf of PricewaterhouseCoopers, Taiwan
March 4, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice.
As the parent company only are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
–18–
TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 1,423,535 | 5 | $ 1,651,284 | 8 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 9,069,797 | 35 | 1,457,699 | 7 |
| 1136 | Financial assets at amortised cost - current | 6(3) | - | - | 4,206,465 | 19 |
| 1150 | Notes receivable, net | 6(4) | 1,285 | - | - | - |
| 1170 | Accounts receivable, net | 6(4) | 2,204,504 | 8 | 809,100 | 4 |
| 1180 | Accounts receivable - related parties | 7 | 949,876 | 4 | 255,382 | 1 |
| 1200 | Other receivables | 47,774 | - | 52,288 | - | |
| 130X | Inventories | 6(5) | 5,109,541 | 20 | 5,334,123 | 25 |
| 1479 | Other current assets | 2,190 | - | 1,877 | - | |
| 11XX | Total current assets | 18,808,502 | 72 | 13,768,218 | 64 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 995,455 | 4 | 1,135,236 | 5 |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(6) | 917,794 | 4 | 1,028,444 | 5 |
| 1535 | Financial assets at amortised cost - non-current | 6(3) | 309,830 | 1 | 322,570 | 2 |
| 1550 | Investments accounted for using equity method | 6(7) | 1,123,947 | 4 | 1,248,316 | 6 |
| 1600 | Property, plant and equipment | 6(8) | 1,266,568 | 5 | 1,301,076 | 6 |
| 1755 | Right-of-use assets | 6(9) and 7 | 53,204 | - | 90,757 | - |
| 1760 | Investment property, net | 6(11) | 2,530,300 | 10 | 2,538,589 | 12 |
| 1840 | Deferred income tax assets | 6(23) | 95,832 | - | 100,849 | - |
| 1900 | Other non-current assets | 28,980 | - | 27,920 | - | |
| 15XX | Total non-current assets | 7,321,910 | 28 | 7,793,757 | 36 | |
| 1XXX | Total assets | $ 26,130,412 | 100 | $ 21,561,975 | 100 |
(Continued)
TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2130 | Current contract liabilities | 6(18) and 7 | $ - | - | $ 269,652 | 1 |
| 2170 | Accounts payable | 1,419,201 | 5 | 768,305 | 4 | |
| 2180 | Accounts payable - related parties | 7 | 44,280 | - | 33,503 | - |
| 2200 | Other payables | 383,367 | 2 | 208,585 | 1 | |
| 2220 | Other payables - related parties | 7 | - | - | 6 | - |
| 2230 | Current income tax liabilities | 1,013,686 | 4 | 178,946 | 1 | |
| 2280 | Lease liabilities - current | 7 | 38,258 | - | 37,718 | - |
| 2300 | Other current liabilities | 5,519 | - | 3,666 | - | |
| 21XX | Total current liabilities | 2,904,311 | 11 | 1,500,381 | 7 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(23) | 190,766 | 1 | 187,573 | 1 |
| 2580 | Lease liabilities - non-current | 7 | - | - | 38,258 | - |
| 2600 | Other non-current liabilities | 6(12) | 14,375 | - | 12,749 | - |
| 25XX | Total non-current liabilities | 205,141 | 1 | 238,580 | 1 | |
| 2XXX | Total liabilities | 3,109,452 | 12 | 1,738,961 | 8 | |
| Equity | ||||||
| Share capital | 6(14) | |||||
| 3110 | Common stock | 4,307,017 | 16 | 4,298,547 | 20 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 2,757,673 | 11 | 2,897,800 | 13 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 5,745,079 | 22 | 5,503,030 | 26 | |
| 3320 | Special reserve | - | - | 230,363 | 1 | |
| 3350 | Unappropriated retained earnings | 10,230,083 | 39 | 6,920,154 | 32 | |
| Other equity interest | 6(17) | |||||
| 3400 | Other equity interest | ( 18,892) | - | ( 26,880) | - | |
| 3XXX | Total equity | 23,020,960 | 88 | 19,823,014 | 92 | |
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 26,130,412 | 100 | $ 21,561,975 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Notes | For the years ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(18) and 7 | $ 16,534,451 | 100 | $ 9,493,089 | 100 |
| 5000 | Operating costs | 6(5)(22) and 7 | ( 9,023,048) | ( 55) | ( 6,992,509) | ( 74) |
| 5900 | Gross profit | 7,511,403 | 45 | 2,500,580 | 26 | |
| 5910 | Unrealized profit from sales | ( 206,178) | ( 1) | ( 5,267) | - | |
| 5920 | Realized profit from sales | 5,267 | - | 16,316 | - | |
| 5950 | Realized gross profit | 7,310,492 | 44 | 2,511,629 | 26 | |
| Operating expenses | 6(22) | |||||
| 6100 | Sales and marketing expenses | ( 420,985) | ( 3) | ( 323,053) | ( 3) | |
| 6200 | Administrative expenses | ( 230,526) | ( 1) | ( 189,655) | ( 2) | |
| 6300 | Research and development expenses | ( 213,187) | ( 1) | ( 142,058) | ( 2) | |
| 6450 | Expected credit impairment loss | 6(4) | ( 190) | - | - | - |
| 6000 | Total operating expenses | ( 864,888) | ( 5) | ( 654,766) | ( 7) | |
| 6900 | Operating profit | 6,445,604 | 39 | 1,856,863 | 19 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(3)(19) | 144,569 | 1 | 309,146 | 3 |
| 7010 | Other income | 6(6)(10)(11)(20) | 61,716 | 1 | 72,254 | 1 |
| 7020 | Other gains and losses | 6(2)(21) and 7 | 152,438 | 1 | 558,486 | 6 |
| 7050 | Finance costs | 6(9) | ( 766) | - | ( 1,297) | - |
| 7070 | Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method | 6(7) | ||||
| 54,986 | - | 4,545 | - | |||
| 7000 | Total non-operating income and expenses | 412,943 | 3 | 943,134 | 10 | |
| 7900 | Profit before income tax | 6,858,547 | 42 | 2,799,997 | 29 | |
| 7950 | Income tax expense | 6(23) | ( 1,290,732) | ( 8) | ( 485,565) | ( 5) |
| 8200 | Profit for the year | $ 5,567,815 | 34 | $ 2,314,432 | 24 | |
| Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Gain on remeasurements of defined benefit plan | 6(12) | $ 529 | - | $ 2,243 | - |
| 8316 | Unrealized gain on financial assets at fair value through other comprehensive income | 6(6)(17) | ||||
| 172,535 | 1 | 332,219 | 4 | |||
| 8330 | Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method | 6(7) | ||||
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | 1,107 | - | ( 172) | - | ||
| 8361 | Financial statements translation differences of foreign operations | 6(7)(17) | ||||
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 6(17)(23) | ||||
| ( 3,610) | - | ( 6,544) | - | |||
| 8300 | Other comprehensive income for the year | $ 188,610 | 1 | $ 360,468 | 4 | |
| 8500 | Total comprehensive income | $ 5,756,425 | 35 | $ 2,674,900 | 28 | |
| Earnings per share (in dollars) | 6(24) | |||||
| 9750 | Basic earnings per share | $ | 12.98 | $ | 5.39 | |
| 9850 | Diluted earnings per share | $ | 12.94 | $ | 5.39 |
The accompanying notes are an integral part of these parent company only financial statements.
TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Common stock | Capital Reserves | Retained Earnings | Other Equity Interest | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Additional paid-in capital | Donated assets received | Net assets from merger | Restricted stock | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Unearned compensation | |||||
| For the year ended December 31, 2024 | ||||||||||||||
| Balance at January 1, 2024 | $ 4,290,617 | $ 3,004,934 | $ 4,557 | $ 35,128 | $ - | $ 5,303,693 | $ 357,817 | $ 6,502,327 | ($ 234,051) | $ 3,688 | $ - | $ 19,268,710 | ||
| Net income for the year | - | - | - | - | - | - | - | 2,314,432 | - | - | - | 2,314,432 | ||
| Other comprehensive income for the year | 6(6)(17) | - | - | - | - | - | - | - | 2,071 | 26,178 | 332,219 | - | 360,468 | |
| Total comprehensive income | - | - | - | - | - | - | - | 2,316,503 | 26,178 | 332,219 | - | 2,674,900 | ||
| Appropriations and distribution of 2023 earnings | 6(16) | |||||||||||||
| Legal reserve | - | - | - | - | - | 199,337 | - | ( 199,337) | - | - | - | - | ||
| Cash dividends | - | - | - | - | - | - | - | ( 1,930,778) | - | - | - | ( 1,930,778) | ||
| Reversal of special reserve | - | - | - | - | - | - | ( 127,454) | 127,454 | - | - | - | - | ||
| Cash payment from capital surplus | - | ( 214,531) | - | - | - | - | - | - | - | - | - | ( 214,531) | ||
| Expired unclaimed dividends recognized as capital surplus | - | - | 147 | - | - | - | - | - | - | - | - | 147 | ||
| Dividends claimed after expiration | - | - | ( 10) | - | - | - | - | - | - | - | - | ( 10) | ||
| Net gain on disposal of financial assets at fair value through other comprehensive income | 6(6)(17) | - | - | - | - | - | - | - | 103,927 | - | ( 103,927) | - | - | |
| Share-based payment transactions | 6(13)(14)(17) | 7,930 | 7 | - | - | 67,568 | - | - | 58 | - | - | ( 50,987) | 24,576 | |
| Balance at December 31, 2024 | $ 4,298,547 | $ 2,790,410 | $ 4,694 | $ 35,128 | $ 67,568 | $ 5,503,030 | $ 230,363 | $ 6,920,154 | ($ 207,873) | $ 231,980 | ($ 50,987) | $ 19,823,014 | ||
| For the year ended December 31, 2025 | ||||||||||||||
| Balance at January 1, 2025 | $ 4,298,547 | $ 2,790,410 | $ 4,694 | $ 35,128 | $ 67,568 | $ 5,503,030 | $ 230,363 | $ 6,920,154 | ($ 207,873) | $ 231,980 | ($ 50,987) | $ 19,823,014 | ||
| Net income for the year | - | - | - | - | - | - | - | 5,567,815 | - | - | - | 5,567,815 | ||
| Other comprehensive income for the year | 6(6)(17) | - | - | - | - | - | - | - | 1,636 | 14,439 | 172,535 | - | 188,610 | |
| Total comprehensive income | - | - | - | - | - | - | - | 5,569,451 | 14,439 | 172,535 | - | 5,756,425 | ||
| Appropriations and distribution of 2024 earnings | 6(16) | |||||||||||||
| Legal reserve | - | - | - | - | - | 242,049 | - | ( 242,049) | - | - | - | - | ||
| Cash dividends | - | - | - | - | - | - | - | ( 2,411,485) | - | - | - | ( 2,411,485) | ||
| Reversal of special reserve | - | - | - | - | - | - | ( 230,363) | 230,363 | - | - | - | - | ||
| Cash payment from capital surplus | - | ( 210,629) | - | - | - | - | - | - | - | - | - | ( 210,629) | ||
| Dividends claimed after expiration | - | - | ( 19) | - | - | - | - | - | - | - | - | ( 19) | ||
| Net gain on disposal of financial assets at fair value through other comprehensive income | 6(6)(17) | - | - | - | - | - | - | - | 163,508 | - | ( 163,508) | - | - | |
| Share-based payment transactions | 6(13)(14)(17) | 8,470 | 15 | - | - | 70,506 | - | - | 141 | - | - | ( 15,478) | 63,654 | |
| Balance at December 31, 2025 | $ 4,307,017 | $ 2,579,796 | $ 4,675 | $ 35,128 | $ 138,074 | $ 5,745,079 | $ - | $ 10,230,083 | ($ 193,434) | $ 241,007 | ($ 66,465) | $ 23,020,960 |
The accompanying notes are an integral part of these parent company only financial statements.
TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | For the years ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 6,858,547 | $ 2,799,997 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Unrealized profit from sales | 206,178 | 5,267 | |
| Realized profit from sales | ( 5,267 ) | ( 16,316 ) | |
| Net gain on financial assets at fair value through profit or loss | 6(2)(21) | ( 333,967 ) | ( 276,030 ) |
| Share of profit or loss of associates and joint ventures accounted for using the equity method | 6(7) | ||
| Gain on disposal of property, plant and equipment | 6(21) | - | 95 |
| Expected credit loss | 6(4) | 190 | - |
| Depreciation | 6(22) | 98,606 | 104,466 |
| Interest income | 6(19) | ( 144,569 ) | ( 309,146 ) |
| Interest expense | 6(9) | 766 | 1,297 |
| Dividend income | 6(6)(20) | ( 21,469 ) | ( 19,758 ) |
| Share-based payment | 6(13)(22) | 61,254 | 23,967 |
| Changes in assets and liabilities relating to operating activities | |||
| Changes in assets relating to operating activities | |||
| Financial assets at fair value through profit or loss - current | ( 7,550,000 ) | ( 1,450,000 ) | |
| Notes receivable | ( 1,285 ) | 323 | |
| Accounts receivable | ( 1,395,594 ) | ( 119,546 ) | |
| Accounts receivable - related parties | ( 694,494 ) | 433,541 | |
| Other receivables | ( 3,466 ) | 55,587 | |
| Inventories | 224,582 | ( 393,257 ) | |
| Other current assets | ( 313 ) | 32 | |
| Changes in liabilities relating to operating activities | |||
| Contract liabilities | ( 269,652 ) | 269,652 | |
| Accounts payable | 650,896 | ( 1,022,224 ) | |
| Accounts payable - related parties | 10,777 | ( 265,225 ) | |
| Other payables | 174,782 | ( 57,910 ) | |
| Other payables - related parties | ( 6 ) | 16,677 | |
| Other current liabilities | 1,853 | ( 85 ) | |
| Net defined benefit liability | ( 1,139 ) | ( 1,139 ) | |
| Cash outflow generated from operations | ( 2,187,776 ) | ( 257,888 ) | |
| Dividends received | 21,524 | 18,938 | |
| Interest received | 151,919 | 314,488 | |
| Income tax paid | ( 451,392 ) | ( 821,986 ) | |
| Net cash flows used in operating activities | ( 2,465,725 ) | ( 746,448 ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Proceeds from disposal of financial assets at fair value through profit or loss - non-current | 471,850 | 386,517 | |
| Acquisition of financial assets at fair value through profit or loss - non-current | ( 60,200 ) | ( 791,688 ) | |
| Proceeds from disposal of financial assets at amortised cost | 4,219,780 | 6,080,880 | |
| Acquisition of financial assets at amortised cost | - | 2,246,944 | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 6(6) | ||
| Acquisition of financial assets at fair value through other comprehensive income | 506,307 | 488,749 | |
| Acquisition of financial assets at fair value through other comprehensive income | ( 223,122 ) | ( 558,346 ) | |
| Proceeds from disposal of property, plant and equipment | 6(25) | ( 17,430 ) | ( 31,834 ) |
| Increase in guarantee deposits paid | ( 145 ) | 138 | |
| Acquisition of investment property | 6(11) | ( 666 ) | - |
| Increase in other non-current assets | ( 1,075 ) | ( 433 ) | |
| Dividends received | 6(7) | - | 42,503 |
| Net cash flows provided by investing activities | 4,895,299 | 3,369,361 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase (decrease) in guarantee deposits received | 3,294 | ( 2,526 ) | |
| Payment of lease liabilities | ( 38,484 ) | ( 38,484 ) | |
| Cash dividends paid (including cash payment from capital surplus) | 6(16) | ( 2,622,114 ) | ( 2,145,309 ) |
| Expired unclaimed dividends recognized as capital surplus | - | 147 | |
| Dividends claimed after expiration | ( 19 ) | ( 10 ) | |
| Net cash flows used in financing activities | ( 2,657,323 ) | ( 2,186,182 ) | |
| Net (decrease) increase in cash and cash equivalents | ( 227,749 ) | 436,731 | |
| Cash and cash equivalents at beginning of year | 1,651,284 | 1,214,553 | |
| Cash and cash equivalents at end of year | $ 1,423,535 | $ 1,651,284 |
The accompanying notes are an integral part of these parent company only financial statements.
Attachment IV
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR25000582
To the Board of Directors and Shareholders of Transcend Information, Inc.
Opinion
We have audited the accompanying consolidated balance sheets of Transcend Information, Inc. and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:
Valuation of inventories
Description
Refer to Notes 4(14), 5(2) and 6(5) to the consolidated financial statements for the information on the Group’s inventory accounting policy, estimates and assumptions and allowance for inventory valuation losses.
The percentage of the Group’s inventories to total assets is material and the Group applies judgements and estimates in determining the net realizable value of inventories at the balance sheet date. The Group mainly produces DRAM and flash memory. As these products have a short life cycle and belong to a highly competitive industry, the market prices change frequently. Since the Group’s inventories and the allowance for inventory valuation losses are material to the financial statements, the valuation of inventories has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Group’s operations and industry. Assessed the reasonableness of the policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Group’s inventory control procedures. Reviewed annual inventory count plan and observed the annual physical count of material inventory storage location in order to assess the effectiveness of internal controls over inventory.
C. Obtained relevant evaluation reports of inventory and tested the logic and accuracy of information to assess the reasonableness of allowance for inventory valuation losses.
Estimation of allowance for sales discounts
Description
In consideration of business volume, the Group provides a variety of business incentives to specific customers or products, and based on that, the Group can estimate the allowance for sales discounts monthly. Refer to Notes 4(27) and 6(4) to the consolidated financial statements for the information on the estimation of allowance for sales discounts.
Since the contracts are numerous and the result could affect the net revenue in the consolidated financial statements, the estimation of allowance for sales discounts has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
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A. Obtained an understanding of the Group’s operations, industry and the procedures to recognize allowance for sales discounts.
B. Obtained an understanding of the Group’s sales procedures and interviewed management to assess the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discounts, and tested material sales allowance contracts and recalculated it to assess the reasonableness of allowance determined by the Group.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Transcend Information, Inc. as at 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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Independent auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
-26-
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
A. 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.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
E. 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.
F. 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 remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-27-
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors' report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chen, Ching Chang
Lin, Yi-Fan
For and on behalf of PricewaterhouseCoopers, Taiwan
March 4, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice.
As the consolidated financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
-28-
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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 1,822,437 | 7 | $ 1,970,580 | 9 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 9,069,797 | 35 | 1,457,699 | 7 |
| 1136 | Financial assets at amortised cost - current | 6(3) | 244,317 | 1 | 4,286,788 | 20 |
| 1150 | Notes receivable, net | 6(4) | 1,285 | - | - | - |
| 1170 | Accounts receivable, net | 6(4) | 3,284,320 | 12 | 1,237,431 | 6 |
| 1200 | Other receivables | 61,077 | - | 52,288 | - | |
| 130X | Inventories | 6(5) | 5,176,792 | 20 | 5,424,702 | 26 |
| 1479 | Other current assets | 24,448 | - | 19,457 | - | |
| 11XX | Total current assets | 19,684,473 | 75 | 14,448,945 | 68 | |
| Non-current assets | ||||||
| 1510 | Financial assets at fair value through profit or loss - non-current | 6(2) | 995,455 | 4 | 1,135,236 | 5 |
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(6) | 917,794 | 4 | 1,028,444 | 5 |
| 1535 | Financial assets at amortised cost - non-current | 6(3) | 309,830 | 1 | 322,570 | 1 |
| 1550 | Investments accounted for using equity method | 6(7) | 56,162 | - | 81,781 | - |
| 1600 | Property, plant and equipment | 6(8), 7 and 8 | 1,505,002 | 6 | 1,558,755 | 7 |
| 1755 | Right-of-use assets | 6(9) and 7 | 70,551 | - | 121,367 | 1 |
| 1760 | Investment property, net | 6(11) | 2,530,300 | 10 | 2,538,589 | 12 |
| 1840 | Deferred income tax assets | 6(23) | 109,049 | - | 116,552 | 1 |
| 1900 | Other non-current assets | 47,612 | - | 48,026 | - | |
| 15XX | Total non-current assets | 6,541,755 | 25 | 6,951,320 | 32 | |
| 1XXX | Total assets | $ 26,226,228 | 100 | $ 21,400,265 | 100 |
(Continued)
TRANSCEND INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2170 | Accounts payable | $ 1,420,862 | 5 | $ 769,307 | 4 | |
| 2180 | Accounts payable - related parties | 7 | 41,852 | - | 32,748 | - |
| 2200 | Other payables | 418,941 | 2 | 239,796 | 1 | |
| 2230 | Current income tax liabilities | 1,024,964 | 4 | 190,604 | 1 | |
| 2280 | Lease liabilities - current | 7 | 49,348 | - | 54,438 | - |
| 2300 | Other current liabilities | 16,869 | - | 13,494 | - | |
| 21XX | Total current liabilities | 2,972,836 | 11 | 1,300,387 | 6 | |
| Non-current liabilities | ||||||
| 2570 | Deferred income tax liabilities | 6(23) | 191,499 | 1 | 187,573 | 1 |
| 2580 | Lease liabilities - non-current | 7 | 6,478 | - | 53,134 | - |
| 2600 | Other non-current liabilities | 6(12) | 34,455 | - | 36,157 | - |
| 25XX | Total non-current liabilities | 232,432 | 1 | 276,864 | 1 | |
| 2XXX | Total liabilities | 3,205,268 | 12 | 1,577,251 | 7 | |
| Equity attributable to shareholders of parent | ||||||
| Share capital | 6(14) | |||||
| 3110 | Common stock | 4,307,017 | 16 | 4,298,547 | 20 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 2,757,673 | 11 | 2,897,800 | 13 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 5,745,079 | 22 | 5,503,030 | 26 | |
| 3320 | Special reserve | - | - | 230,363 | 1 | |
| 3350 | Unappropriated retained earnings | 10,230,083 | 39 | 6,920,154 | 33 | |
| Other equity interest | 6(17) | |||||
| 3400 | Other equity interest | ( 18,892) | - | ( 26,880) | - | |
| 3XXX | Total equity | 23,020,960 | 88 | 19,823,014 | 93 | |
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 26,226,228 | 100 | $ 21,400,265 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
TRANSCEND INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| For the years ended December 31 | ||||||
|---|---|---|---|---|---|---|
| Items | Notes | 2025 | 2024 | |||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(18) and 7 | $ 17,125,453 | 100 | $ 10,083,525 | 100 |
| 5000 | Operating costs | 6(5)(22) and 7 | ( 9,106,547) | ( 53) | ( 6,991,338) | ( 69) |
| 5900 | Gross profit | 8,018,906 | 47 | 3,092,187 | 31 | |
| Operating expenses | 6(22) and 7 | |||||
| 6100 | Sales and marketing expenses | ( 905,935) | ( 6) | ( 754,842) | ( 8) | |
| 6200 | Administrative expenses | ( 344,427) | ( 2) | ( 289,653) | ( 3) | |
| 6300 | Research and development expenses | ( 213,187) | ( 1) | ( 142,058) | ( 1) | |
| 6450 | Expected credit impairment loss | 6(4) | ( 745) | - | ( 80) | - |
| 6000 | Total operating expenses | ( 1,464,294) | ( 9) | ( 1,186,633) | ( 12) | |
| 6900 | Operating profit | 6,554,612 | 38 | 1,905,554 | 19 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(3)(19) | 155,267 | 1 | 315,368 | 3 |
| 7010 | Other income | 6(6)(10)(11)(20) | 61,716 | - | 72,254 | 1 |
| 7020 | Other gains and losses | 6(2)(21) | 139,991 | 1 | 562,815 | 5 |
| 7050 | Finance costs | 6(9) | ( 1,930) | - | ( 3,055) | - |
| 7060 | Share of loss of associates and joint ventures accounted for using the equity method | 6(7) | ||||
| ( 26,726) | - | ( 23,185) | - | |||
| 7000 | Total non-operating income and expenses | 328,318 | 2 | 924,197 | 9 | |
| 7900 | Profit before income tax | 6,882,930 | 40 | 2,829,751 | 28 | |
| 7950 | Income tax expense | 6(23) | ( 1,315,115) | ( 7) | ( 515,319) | ( 5) |
| 8200 | Profit for the year | $ 5,567,815 | 33 | $ 2,314,432 | 23 | |
| Other comprehensive income (loss) Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||||
| 8311 | Gain on remeasurements of defined benefit plans | 6(12) | $ 529 | - | $ 2,243 | - |
| 8316 | Unrealized gain on financial assets at fair value through other comprehensive income | 6(6)(17) | 172,535 | 1 | 332,219 | 4 |
| 8320 | Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method | 6(7) | 1,107 | - | ( 172) | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 6(17) | 18,049 | - | 32,722 | - |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | 6(17)(23) | ||||
| ( 3,610) | - | ( 6,544) | - | |||
| 8300 | Other comprehensive income for the year | $ 188,610 | 1 | $ 360,468 | 4 | |
| 8500 | Total comprehensive income | $ 5,756,425 | 34 | $ 2,674,900 | 27 | |
| Net profit attributable to: | ||||||
| 8610 | Shareholders of parent | $ 5,567,815 | 33 | $ 2,314,432 | 23 | |
| 8710 | Comprehensive income attributable to: | |||||
| Shareholders of parent | $ 5,756,425 | 34 | $ 2,674,900 | 27 | ||
| Earnings per share (in dollars) | 6(24) | |||||
| 9750 | Basic earnings per share | $ 12.98 | $ 5.39 | |||
| 9850 | Diluted earnings per share | $ 12.94 | $ 5.39 |
The accompanying notes are an integral part of these consolidated financial statements.
TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Reserves | Retained Earnings | Other Equity Interest | ||||||||||
| Additional paid-in capital | Donated assets received | Net assets from merger | Restricted stock | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | Unearned compensation | Total equity | ||
| For the year ended December 31, 2024 | ||||||||||||
| Balance at January 1, 2024 | $ 4,290,617 | $ 3,004,934 | $ 4,557 | $ 35,128 | $ - | $ 5,303,693 | $ 357,817 | $ 6,502,327 | ($ 234,051) | $ 3,688 | $ - | |
| Net income for the year | - | - | - | - | - | - | - | 2,314,432 | - | - | 2,314,432 | |
| Other comprehensive income for the year | 6(6)(17) | - | - | - | - | - | - | - | 2,071 | 26,178 | 332,219 | - |
| Total comprehensive income | - | - | - | - | - | - | - | 2,316,503 | 26,178 | 332,219 | - | |
| Appropriations and distribution of 2023 earnings | 6(16) | |||||||||||
| Legal reserve | - | - | - | - | - | 199,337 | - | ( 199,337) | - | - | - | |
| Cash dividends | - | - | - | - | - | - | - | ( 1,930,778) | - | - | ( 1,930,778) | |
| Reversal of special reserve | - | - | - | - | - | - | ( 127,454) | 127,454 | - | - | - | |
| Cash payment from capital surplus | - | ( 214,531) | - | - | - | - | - | - | - | - | ( 214,531) | |
| Expired unclaimed dividends recognized as capital surplus | - | - | 147 | - | - | - | - | - | - | - | 147 | |
| Dividends claimed after expiration | - | - | ( 10) | - | - | - | - | - | - | - | ( 10) | |
| Net gain on disposal of financial assets at fair value through other comprehensive income | 6(6)(17) | - | - | - | - | - | - | - | 103,927 | - | ( 103,927) | - |
| Share-based payment transactions | 6(13)(14)(17) | 7,930 | 7 | - | - | 67,568 | - | - | 58 | - | - | 50,987) |
| Balance at December 31, 2024 | $ 4,298,547 | $ 2,790,410 | $ 4,694 | $ 35,128 | $ 67,568 | $ 5,503,030 | $ 230,363 | $ 6,920,154 | ($ 207,873) | $ 231,980 | $ 50,987) | |
| For the year ended December 31, 2025 | ||||||||||||
| Balance at January 1, 2025 | $ 4,298,547 | $ 2,790,410 | $ 4,694 | $ 35,128 | $ 67,568 | $ 5,503,030 | $ 230,363 | $ 6,920,154 | ($ 207,873) | $ 231,980 | $ 50,987) | |
| Net income for the year | - | - | - | - | - | - | - | 5,567,815 | - | - | 5,567,815 | |
| Other comprehensive income for the year | 6(6)(17) | - | - | - | - | - | - | - | 1,636 | 14,439 | 172,535 | - |
| Total comprehensive income | - | - | - | - | - | - | - | 5,569,451 | 14,439 | 172,535 | - | |
| Appropriations and distribution of 2024 earnings | 6(16) | |||||||||||
| Legal reserve | - | - | - | - | - | 242,049 | - | ( 242,049) | - | - | - | |
| Cash dividends | - | - | - | - | - | - | - | ( 2,411,485) | - | - | ( 2,411,485) | |
| Reversal of special reserve | - | - | - | - | - | - | ( 230,363) | 230,363 | - | - | - | |
| Cash payment from capital surplus | - | ( 210,629) | - | - | - | - | - | - | - | - | ( 210,629) | |
| Dividends claimed after expiration | - | - | ( 19) | - | - | - | - | - | - | - | ( 19) | |
| Net gain on disposal of financial assets at fair value through other comprehensive income | 6(6)(17) | - | - | - | - | - | - | - | 163,508 | - | ( 163,508) | - |
| Share-based payment transactions | 6(13)(14)(17) | 8,470 | 15 | - | - | 70,506 | - | - | 141 | - | - | 63,654 |
| Balance at December 31, 2025 | $ 4,307,017 | $ 2,579,796 | $ 4,675 | $ 35,128 | $ 138,074 | $ 5,745,079 | $ - | $ 10,230,083 | ($ 193,434) | $ 241,007 | $ 66,465) |
The accompanying notes are an integral part of these consolidated financial statements.
TRANSCEND INFORMATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | For the years ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 6,882,930 | $ 2,829,751 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Net gain on financial assets at fair value through profit or loss | 6(2)(21) | ( 333,967 ) | ( 276,030 ) |
| Share of profit or loss of associates and joint ventures accounted for using the equity method | 6(7) | 26,726 | 23,185 |
| Expected credit impairment loss | 6(4) | 745 | 80 |
| Loss (gain) on disposal of property, plant and equipment | 6(21) | 11 | ( 26 ) |
| Depreciation | 6(22) | 127,970 | 134,901 |
| Interest income | 6(19) | ( 155,267 ) | ( 315,368 ) |
| Interest expense | 6(9) | 1,930 | 3,055 |
| Dividend income | 6(6)(20) | ( 21,469 ) | ( 19,758 ) |
| Share-based payments | 6(13)(22) | 63,654 | 24,576 |
| Changes in assets and liabilities relating to operating activities | |||
| Changes in assets relating to operating activities | |||
| Financial assets at fair value through profit or loss-current | ( 7,550,000 ) | ( 1,450,000 ) | |
| Notes receivable | ( 1,285 ) | 323 | |
| Accounts receivable | ( 2,047,690 ) | 9,812 | |
| Other receivables | ( 16,769 ) | 55,745 | |
| Inventories | 247,910 | ( 421,013 ) | |
| Other current assets | ( 4,991 ) | 21,805 | |
| Changes in liabilities relating to operating activities | |||
| Accounts payable | 651,555 | ( 1,022,463 ) | |
| Accounts payable - related parties | 9,104 | ( 7,165 ) | |
| Other payables | 179,145 | ( 61,559 ) | |
| Other current liabilities | 3,375 | ( 8,695 ) | |
| Net defined benefit liability | ( 1,139 ) | ( 1,139 ) | |
| Cash outflow generated from operations | ( 1,937,522 ) | ( 479,983 ) | |
| Dividends received | 21,524 | 18,938 | |
| Interest received | 162,617 | 320,710 | |
| Income tax paid | ( 472,936 ) | ( 847,488 ) | |
| Net cash flows used in operating activities | ( 2,226,317 ) | ( 987,823 ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Proceeds from disposal of financial assets at fair value through profit or loss - non-current | 471,850 | 386,517 | |
| Acquisition of financial assets at fair value through profit or loss - non-current | ( 60,200 ) | ( 791,688 ) | |
| Proceeds from disposal of financial assets at amortised cost | 4,219,780 | 6,080,880 | |
| Acquisition of financial assets at amortised cost | ( 167,313 ) | ( 2,236,829 ) | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 6(6) | 506,307 | 488,749 |
| Acquisition of financial assets at fair value through other comprehensive income | ( 223,122 ) | ( 558,346 ) | |
| Proceeds from disposal of property, plant and equipment | 6(25) | ( 18,968 ) | ( 75,980 ) |
| Decrease in guarantee deposits paid | 148 | 160 | |
| Acquisition of investment property | 6(11) | ( 666 ) | - |
| Decrease in other non-current assets | 106 | 658 | |
| Net cash flows provided by investing activities | 4,727,922 | 3,294,216 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Decrease in guarantee deposits received | ( 34 ) | ( 3,175 ) | |
| Cash dividends paid (including cash payment from capital surplus) | 6(16) | ( 2,622,114 ) | ( 2,145,309 ) |
| Payment of lease liabilities | ( 55,719 ) | ( 56,225 ) | |
| Expired unclaimed dividends recognized as capital surplus | - | 147 | |
| Dividends claimed after expiration | ( 19 ) | ( 10 ) | |
| Net cash flows used in financing activities | ( 2,677,886 ) | ( 2,204,572 ) | |
| Effect of exchange rate changes | 28,138 | 10,040 | |
| Net (decrease) increase in cash and cash equivalents | ( 148,143 ) | 111,861 | |
| Cash and cash equivalents at beginning of year | 1,970,580 | 1,858,719 | |
| Cash and cash equivalents at end of year | $ 1,822,437 | $ 1,970,580 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment V
Directors' Remuneration for the Year 2025
Dec.31,2025; Unit:NT$ thousands
| Title | Name | Remuneration | Total compensation and Ratio of total compensation (A+B+C+D) to Net Income (%) | Relevant Remuneration Received by Directors Who are Also Employees | Total compensation and Ratio of total compensation (A+B+C+D) to Net Income (%) | Remuneration from ventures other than subsidiaries or from the parent company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay (B) | Directors Compensation (C) | Allowances (D) | Salary, Bonuses, and Allowances (E) | Severance Pay (F) | Employee Compensation (G) (Note1) | ||||||||||||||||
| The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | The company | Companies in the consolidated financial statements | |||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Shu, Chung-Won | - | - | - | - | 3,120 | 3,120 | 40 | 40 | 3,160 0.06% | 3,160 0.06% | 6,300 | 6,300 | - | - | - | - | - | - | 9,460 0.17% | 9,460 0.17% | 770 |
| Director | Shu, Chung-Cheng | - | - | - | - | 3,120 | 3,120 | 40 | 40 | 3,160 0.06% | 3,160 0.06% | - | - | - | - | - | - | - | - | 3,160 0.06% | 3,160 0.06% | - |
| Director | Shu, Dao-An | - | - | - | - | 3,120 | 3,120 | 40 | 40 | 3,160 0.06% | 3,160 0.06% | 2,313 | 2,313 | - | - | 649 | - | 649 | - | 6,122 0.11% | 6,122 0.11% | - |
| Director | Cheng, Yan-Wei | - | - | - | - | 3,120 | 3,120 | 40 | 40 | 3,160 0.06% | 3,160 0.06% | - | - | - | - | - | - | - | - | 3,160 0.06% | 3,160 0.06% | - |
| Director | Jiayun Investment Inc. (Representative: Yeh Ming-Han) | - | - | - | - | 3,120 | 3,120 | 40 | 40 | 3,160 0.06% | 3,160 0.06% | - | - | - | - | - | - | - | - | 3,160 0.06% | 3,160 0.06% | - |
| Independent Director | Lin, Shu-Shan | 1,200 | 1,200 | - | - | - | - | 40 | 40 | 1,240 0.02% | 1,240 0.02% | - | - | - | - | - | - | - | - | 1,240 0.02% | 1,240 0.02% | - |
| Independent Director | Lin, Jia-Xing | 1,200 | 1,200 | - | - | - | - | 40 | 40 | 1,240 0.02% | 1,240 0.02% | - | - | - | - | - | - | - | - | 1,240 0.02% | 1,240 0.02% | - |
| Independent Director | Chen, Shi-Hong, | 1,200 | 1,200 | - | - | - | - | 40 | 40 | 1,240 0.02% | 1,240 0.02% | - | - | - | - | - | - | - | - | 1,240 0.02% | 1,240 0.02% | - |
| Independent Director | Kuo, Tsung-Ming | 1,200 | 1,200 | - | - | - | - | 40 | 40 | 1,240 0.02% | 1,240 0.02% | - | - | - | - | - | - | - | - | 1,240 0.02% | 1,240 0.02% | - |
| 1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration: (1) Independent directors receive fixed remuneration, which is paid monthly. Independent directors do not participate in the distribution of directors' remuneration in order to maintain their independence. In addition, meeting attendance fees are determined based on the number of meetings attended. (2) The remuneration for general directors is determined with reference to the Company's overall operating performance, future industry risks and development trends, as well as each director's contributions to the Company's operations and the results of the annual board (including individual director) performance evaluation. Reasonable remuneration is provided accordingly. Among these factors, the Company's overall operating performance is the primary consideration, while the results of board performance evaluations serve as a reference basis for adjusting overall remuneration. In addition, according to Article 22 of the Company's Articles of Incorporation, if the Company has profits for the year, no more than 0.5% of the annual profit shall be allocated as directors' remuneration. Meeting attendance fees are also determined based on the number of meetings attended. This year, revenue growth rate was 74%, pre-tax net profit growth rate was 145%, operating profit growth rate was 247%, and return on equity growth rate was 107%. In addition, the directors' evaluation results improved compared to the previous year. Accordingly, directors' remuneration increased by 114% compared to the previous year, accounting for 0.28% of net income after tax. 2. In addition to the above remuneration, remuneration received by directors from all companies included in the financial reports in the most recent year for providing services (such as serving as non-employee consultants): NT$2,800 thousand. |
Note1: The compensation of employees approved by the Board of Directors for the year ended December 31, 2025 is NT$140,033,959.
APPENDIX I
TRANSCEND INFORMATION, INC.
RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING
Article 1: To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2: The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3: Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 30 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and
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no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail..
Article 5: The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6: Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
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This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8: This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9: Attendance at shareholders meetings shall be calculated based on numbers 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 electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more
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than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10: 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 provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually 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.
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.
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.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12: Voting at a shareholders meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders meetings, 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.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means. When voting rights are exercised by electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by 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.
A shareholder intending to exercise voting rights by electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by electronic means shall prevail. When a shareholder has exercised voting rights both by electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation'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 shareholders shall vote by a poll for each proposal. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
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When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
Article 16: On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public
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address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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APPENDIX II
TRANSCEND INFORMATION, INC.
ARTICLES OF INCORPORATION
Section I - General Provisions
Article 1: The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 創見資訊股份有限公司 in the Chinese language, and Transcend Information, Inc. in the English language.
Article 2: The scope of business of the Corporation shall be as follows:
- CC01110 Computers and Computing Peripheral Equipments Manufacturing
- CC01120 Data Storage Media Manufacturing and Duplicating
- F113050 Wholesale of Computing and Business Machinery Equipment
- F118010 Wholesale of Computer Software
- F119010 Wholesale of Electronic Materials
- F401010 International Trade
- I301010 Software Design Services
- CC01080 Electronic Parts and Components Manufacturing
- F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
- CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
- ZZ99999 In addition to licensing business, business law may prohibit or restrict non-business.
Article 3: The Corporation shall have its head office in Taipei City, Taiwan, Republic of China, and shall be free, upon the resolutions of Board of Directors to set up branch offices in Republic of China and abroad wherever and whenever the Corporation deems it necessary or advisable to carry out any or all of its activities.
Article 4: The total amount of the Corporation's reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation's paid-up capital as provided in the Company Law but shall not be more than the Corporation's paid-up capital. The Corporation may provide endorsement and guarantee and act as a guarantor. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.
Article 5: Public announcements of the Corporation shall be made in accordance with the Article 28 of the Company Act.
Section II - Capital Stock
Article 6: The total capital stock of the Corporation shall be in the amount of 5,000,000,000 New Taiwan Dollars, divided into 500,000,000 shares, at ten New Taiwan Dollars each. The Board of directors is authorized to issue the shares in separate installments as required. A total of 25,000,000 shares among the above total capital stock should be reserved for issuing
employee stock options. The Board of directors is authorized to issue employee stock options from time to time.
Article 6-1: If the Corporation issue employee stock options on the exercise price under the market price, it shall be issued after the resolution of the Shareholders' meetings in accordance with relevant rules and regulations of the Republic of China. Employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, are entitled to receive employee stock options. Such specific requirements shall be prescribed by the board of directors.
Article 6-2: The Corporation may issue shares without printing share certificate(s), but shares issued shall be registered with a securities depository enterprise.
Article 7: All stock transaction conducted by shareholders of the Corporation shall follow the "Guidelines for Stock Operations for Public Companies".
Article 8: Registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting of shareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.
Article 8-1: When the Company issue new shares, employees who are entitled to subscribe for new shares include employees of parent or subsidiaries of the Company meeting certain specific requirements.
When the Company issue restricted stocks, employees who are entitled to receive restricted stock include employees of parent or subsidiaries of the Company meeting certain specific requirements.
When the Company buy back stocks to transfer to employees, employees who are entitled to receive buyback stocks include employees of parent or subsidiaries of the Company meeting certain specific requirements.
Section III - Shareholders' meetings
Article 9: Shareholders' meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings. Regular meetings shall be convened at least once a year, and within 6 months after the close of each fiscal year.
Special meetings shall be convened in accordance with applicable laws and regulations whenever necessary. Written notices shall be sent to all shareholders, at least 30 days in advance; and at least 15 days in advance, in case of special meetings.
Article 10: If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend it by using the proxy form issued by the Company and specifying the scope of proxy. Shareholder attendance by proxy shall be subject to the Company Law and also to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority.
Article 11: Each share of stock shall be entitled to one vote.
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Article 12: Except as provided in the Company Law of the Republic of China, shareholders' meetings may be held if attended by shareholders more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting. Pursuant to Article 177-1 of the Company Act, the shareholders may vote via written form or an electronic voting system, and the manner or voting shall be clearly stated in each meeting notice.
Section IV - Directors
Article 13: The Corporation shall have seven to eleven Directors. The Board of Directors is authorized to determine the number of Directors, to be elected by the shareholders meeting from among candidates with legal capacity. The term of office for Directors shall be 3 years, and all Directors shall be eligible for re-election. Once the term of office is expired and it can't elect directors immediately, directors can extend and continue the performance of their duties until the election of directors to take office. The aggregate shareholding percentages of the entire bodies of directors shall comply with the regulations prescribed by the securities supervisory authorities. The board of directors is authorized to resolve the rates of directors' remuneration based on the extent of their participation in the Company's business operations or value of their contribution, at a level consistent with general practices in the industry.
The company shall acquire liability insurance for all directors within their term of office, and report to Board at the next board meeting.
Article 13-1: To harmonize with Article 14-2 of the Securities and Exchange Act, there shall be at least three independent directors among the Company's directors. A candidate nomination system shall be adopted, and the shareholders meeting shall elect all directors (including independent directors) from among those listed on the slate of director candidates. The relevant regulations of the competent securities authority shall be followed regarding the professional qualifications, shareholding, moonlighting restrictions, nomination and election, and other compliance requirements regarding independent directors.
Article 13-2: In compliance with Articles 14-4 of the ROC Securities and Exchange Law, the Corporation shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee shall exercise their functions in accordance with the ROC Company Law, Securities and Exchange Law, other relevant regulations and the procedure of corporation.
Article 14: The board of directors shall consist of the directors of the company, and the chairman of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Company in external matters. The board of director may set up any functional committee.
Article 15: Board of Directors Meetings shall be convened by the Chairman of the Board of Directors. Except as otherwise provided 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.
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Article 15-1: Each director shall be given at least 7 days advance notice of the convening of a board of directors meeting of the Corporation. In emergency circumstances, however, a meeting may be convinced on shorter notice. The meeting notice referred to in the preceding paragraph shall specify the reasons for convening the meeting, and shall be made in writing, by e-mail, or by facsimile.
Article 16: The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. If the Chairman of the Board of Directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act. Directors shall attend meetings of the board of directors in person. If a director is unavailable to attend a meeting in person, the director may appoint a proxy for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting.
Article 17: Duties of the Board of the Directors are as follows:
- To propose concerning appropriation of net profits or covering of losses.
- To propose increasing or decreasing capital
- To establish or dissolve branches
- To approve budget and final reports
- Other duties in accordance with Company Act or given by the resolution of shareholders' meeting
Section V - Managerial Officers
Article 20: The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Section VI - Accounting
Article 21: After the close of each fiscal year, the Board of Directors shall prepare 1. Business Report 2. Financial Statements and 3. Proposal Concerning Appropriation of Net Profits or Covering of Losses, and submitted to the regular shareholders' meeting for acceptance:
Article 22: If the Company has earnings after the annual final accounting, it shall appropriate not less than 2% of such earnings as remuneration to employees, of which not less than 50% shall be allocated to grassroots employees, and not more than 0.5% as remuneration to directors. However, the Company's accumulated losses shall have been covered in advance. Employees' remuneration could be paid by cash or stock. Employees shall mean the employees of parent or subsidiaries of the company meeting certain specific requirements. Such specific requirements shall be prescribed by the board of directors.
Article 22-1: If the Company has earnings after the annual final accounting, it shall be allocated in the following order:
- To pay taxes.
- To cover accumulated losses, if any.
- To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of the Company’s authorized capital.
- To appropriate or reverse special reserve in accordance with the regulations
- To reserve certain amount, on the premise that there is no effect on the Company’s normal operations and no violation of regulations, for maintaining stability of dividends.
- For any remainder, adding on accumulated unappropriated retained earnings, the board of directors shall propose the earnings distribution proposal and shall handle in accordance with the following provision: the board of directors is authorized to distribute dividends and bonuses or legal reserve and capital reserve in whole or in part which be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting in accordance with Section 5 of Article 240 and Article 241 of the Company Act. In case of the dividends and bonuses or legal reserve and capital reserve in whole or in part be distributed in the form of new shares to be issued by the company, shall be proposed to the shareholders’ meeting for review and approval by a resolution in accordance with Article 240 of the Company Act.
Regarding the special reserve under subparagraphs 4, the Company shall set aside special reserve, equal to the debit balance which happens at the current year on other equity items (including unrealized loss on financial instrument, cumulative translation adjustment, and unrecognized pension cost, which can be combined if there are unrealized gain.), from the current earnings after tax and unappropriated retained earnings prior year. If the debit balance is cumulative before, the Company shall set aside special reserve not to distribute it from the unappropriated retained earnings prior year. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
Article 22-2: The Company distributes dividends taking into consideration the Company's economic environment and growth phases, future demands of funds, long-term financial planning, and the cash flows that the stockholders desire. Cash dividends shall account for at least 5% of the total dividend distributed.
Section VII - Supplementary Provisions
Article 23: In regard to all matters not provided for in these Articles of Incorporation, the Company Act of the Republic of China shall govern.
Article 24: These Articles of Incorporation were adopted on August 23, 1989.
The first amendment was made on January 28, 1991.
The second amendment was made on May 25, 1992.
The third amendment was made on September 1, 1992.
The fourth amendment was made on July 30, 1994.
The fifth amendment was made on June 8, 1995.
The sixth amendment was made on July 8, 1997.
The seventh amendment was made on August 15, 1997.
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The eighth amendment was made on September 12, 1997.
The ninth amendment was made on June 20, 1998.
The 10th amendment was made on September 15, 1998.
The 11th amendment was made on June 12, 1999.
The 12th amendment was made on April 15, 2000.
The 13th amendment was made on April 9, 2001.
The 14th amendment was made on June 10, 2002.
The 15th amendment was made on June 3, 2003.
The 16th amendment was made on June 11, 2004.
The 17th amendment was made on June 13, 2005.
The 18th amendment was made on June 14, 2006.
The 19th amendment was made on June 11, 2007.
The 20th amendment was made on June 13, 2008.
The 21st amendment was made on June 16, 2009.
The 22nd amendment was made on June 17, 2010.
The 23rd amendment was made on June 10, 2011.
The 24th amendment was made on January 5, 2012.
The 25th amendment was made on June 13, 2013.
The 26th amendment was made on June 12, 2014.
The 27th amendment was made on June 14, 2016.
The 28th amendment was made on June 12, 2019.
The 29th amendment was made on June 19, 2020.
The 30th amendment was made on June 20, 2025.
Transcend Information, Inc.
Chairman: Shu, Chung-Won
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APPENDIX III
TRANSCEND INFORMATION, INC.
SHAREHOLDINGS OF ALL DIRECTORS
- Minimum Required Shareholding and Shareholding of all Directors:
| Title | Minimum Required Shareholding by all Directors | Current Shareholding (Shares) |
|---|---|---|
| Directors | 16,000,000 | 17,184,551 |
Note 1: The period of Book closure is from April 19, 2026 to June 17, 2026.
Note 2: The Company has four independent directors, and the minimum required shareholding by all Directors except for independent directors is downsized to 80% of the minimum required based on Article 2, paragraph 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.
- Company’s current Directors’ shareholding are as follows on April 19, 2026:
| Title | Name | Current Shareholding (Shares) | Note |
|---|---|---|---|
| Chairman | Shu, Chung-Won | 10,709,453 | Note 1 |
| Director | Shu, Chung-Cheng | 5,034,098 | |
| Director | Shu, Dao-An | 481,000 | |
| Director | Cheng, Yan-Wei | 950,000 | |
| Director | Jiayun Investment Inc. (Representative: Yeh Ming-Han) | 10,000 | |
| Shareholdings of All Directors (Excluding Independent Directors) | 17,184,551 | ||
| Independent Director | Lin, Shu-Shan | 11,599 | |
| Independent Director | Kuo, Tsung-Ming | 0 | |
| Independent Director | Lin, Jia-Xing | 0 | |
| Independent Director | Chen, Shi-Hong, | 38,463 | |
| Total | 17,234,613 |
Note 1: As of April 19, 2026, the personal shareholding of Director Shu, Chung-Won was 2,709,453 shares, and he retained the right to decide the exercise of the 8,000,000 shares. The total amount was 10,709,453 shares.
APPENDIX IV
TRANSCEND INFORMATION, INC.
OTHER MATTERS FOR EXPLANATION
Explanation on Shareholder Proposals for This Annual Regular Shareholders’ Meeting:
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In accordance with Article 172-1 of the Company Act, shareholders holding 1% or more of the total issued shares may submit proposals to the Company for discussion at the shareholders’ meeting. However, only one proposal is allowed per shareholder. Any submissions exceeding one proposal will not be included in the agenda.
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The Company accepted shareholder proposals in writing for this year's Annual Regular Shareholders’ Meeting during the period from April 10 to April 20, 2026, and has duly announced the details on the Market Observation Post System (MOPS).
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The Company did not receive any shareholder proposals in writing.
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