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TRI — AGM Information 2026
Jun 5, 2026
52417_rns_2026-06-05_e8aad786-ade3-466e-a0ef-447fd98e9153.pdf
AGM Information
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Stock code: 4585
Techman Robot Inc.
2026 Annual General Meeting of
Meeting Minutes
May 27, 2026
Techman Robot Inc.
2026 Annual General Shareholders' Meeting Minutes
Time: 9:00 a.m., May 27, 2026 (Wednesday)
Venue: 3F, No. 2, Fuxing 1st Road, Guishan District, Taoyuan City
(Fullon Hotel Taoyuan Airport Access MRT A8)
Meeting Format: Physical shareholders' meeting
Attendance: Shareholders present in person and proxies represented a total of 81,442,774 shares, accounting for 77.85% of the Company's total issued shares of 104,609,000, which exceeded the statutory quorum requirement for the meeting.
Directors Present: Chairman Mr. Ho Shih-Chih, Director Mr. Huang Shih-Jung, Director Mr. Chen Shang-Hao, and Independent Director Ms. Wang Shu-Fen.
Attendees Present: CPA Ms. Lien Shu-Ling and Chief Financial Officer Mr. Wang Wei-Lin.
Chairperson: Ho Shih-Chih
Recorder: Wang Wei-Lin
I. Call to Order by the Chairperson: The Chairperson declared the meeting duly convened as the total number of shares represented at the meeting had reached the statutory quorum.
II. Chairperson's Remarks: Omitted.
III. [Reports]
Proposal 1
Proposed by the Board of Directors
Subject: The Company's Business Report for 2025 is hereby submitted for review.
Explanation: Please refer to Appendix 1 for the Business Report.
Proposal 2
Proposed by the Board of Directors
Subject: The Audit Committee's review of the Company's 2025 financial statements is hereby submitted for review.
Explanation: Please refer to Appendix 2 for the Audit Committee's review report on the 2025 financial statements.
Proposal 3
Proposed by the Board of Directors
Subject: Report on the distribution of employee compensation and directors' remuneration of the Company for 2025 is hereby submitted for review.
Explanation: (I) Pursuant to Article 26 of the Company's Articles of Incorporation, where
the Company has annual profits, no less than 5% shall be allocated as employee compensation (of which no less than 10% shall be distributed to entry-level employees), and no more than 3% shall be allocated as director remuneration. However, if the Company still has accumulated losses, an amount shall first be reserved to cover such losses. Employee compensation referred to in the preceding paragraph may be distributed in the form of shares or cash.
(II) It is proposed that employee compensation be distributed in cash in the amount of NT$12,566,055, of which NT$3,769,817 is allocated to entry-level employees. No directors' remuneration is proposed for distribution.
(III) The above amounts shall be fully distributed in cash, and there is no difference between the proposed distribution amounts and the amounts previously accrued as expenses.
Proposal 4
Proposed by the Board of Directors
Subject: Report on the distribution of cash dividends of the Company for 2025 is hereby submitted for review.
Explanation: (I) Handled in accordance with the Company Act and Article 27 of the Company's Articles of Incorporation.
(II) The Board of Directors resolved on March 6, 2026 to distribute cash dividends for common shares for 2025 in the total amount of NT$104,609,000, representing NT$1 per share. Cash dividends shall be calculated based on the shareholdings of shareholders as recorded in the shareholders' register as of the ex-dividend record date, rounded down to the nearest NT dollar (fractions below one dollar shall be disregarded), and the aggregate of fractional amounts shall be recognized as other income of the Company.
(III) It is proposed to authorize the Chairman to determine the ex-dividend record date and the distribution date. In the event of any change in the number of outstanding shares of the Company due to changes in share capital, which may affect the dividend distribution rate, the Chairman is also authorized to make corresponding adjustments.
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Proposal 5
Proposed by the Board of Directors
Subject: Report on the Company’s related party transactions for 2025 is hereby submitted for review.
Explanation: Please refer to Appendix 3 for the Company’s report on related party transactions for 2025.
Proposal 6
Proposed by the Board of Directors
Subject: Amendments to the Company’s “Procedures for Ethical Management and Guidelines for Conduct” is hereby submitted for review.
Explanation: The Company has revised the Procedures for Ethical Management and Guidelines for Conduct in accordance with operational needs. Please refer to Appendix 4 for the comparison table of amendments.
IV. [Ratification Matters]
Proposal 1
Proposed by the Board of Directors
Subject: The Company’s Business Report and financial statements for 2025 are hereby submitted for ratification.
Explanation: (I) The Company’s 2025 financial statements and consolidated financial statements have been audited by KPMG Taiwan, which issued an unqualified audit opinion. Together with the Company’s 2025 Business Report and earnings distribution statement, the same have been reviewed by the Audit Committee and approved by the Board of Directors, and are hereby submitted to this Annual General Meeting for ratification.
(II) Please refer to Appendices 1 and 5 for the Company’s 2025 Business Report, independent auditors’ report, and financial statements.
Resolution: The voting results for this proposal were as follows: 81,195,540 votes in favor; 23,311 votes against; 4,000 invalid votes; and 218,923 abstentions/non-votes. Votes in favor represented 99.69% of the 81,441,774 voting rights represented by shareholders present at the time of voting. Accordingly, the proposal was duly approved as submitted.
Proposal 2
Proposed by the Board of Directors
Subject: The Company’s earnings distribution proposal for 2025 is hereby submitted for ratification.
Explanation: (I) The Company’s earnings distribution for 2025 has been reviewed by the Audit Committee and approved by the Board of Directors. After withholding applicable taxes and setting aside 10% as a legal reserve in accordance with law, it is proposed to allocate NT$104,609,000 from the distributable surplus for distribution, with the distribution ratio to be determined in accordance with Article 27 of the Company’s Articles of Incorporation.
(II) For details of the earnings distribution, please refer to Appendix 6.
Resolution: The voting results for this proposal were as follows: 81,189,793 votes in favor; 30,163 votes against; 4,000 invalid votes; and 217,818 abstentions/non-votes. Votes in favor represented 99.69% of the 81,441,774 voting rights represented by shareholders present at the time of voting. Accordingly, the proposal was duly approved as submitted.
V. [Discussion Matters]
Proposal 1
Proposed by the Board of Directors
Subject: Proposed amendments to the Company’s “Articles of Incorporation” are hereby submitted for discussion.
Explanation: In response to the Company’s future operational development needs, it is proposed to amend the Articles of Incorporation. Please refer to Appendix 7 for the comparison table of amendments.
Resolution: The voting results for this proposal were as follows: 81,176,748 votes in favor; 31,312 votes against; 4,000 invalid votes; and 229,714 abstentions/non-votes. Votes in favor represented 99.67% of the 81,441,774 voting rights represented by shareholders present at the time of voting. Accordingly, the proposal was duly approved as submitted.
Proposal 2
Proposed by the Board of Directors
Subject: Proposed amendments to the Company’s “Procedures for Acquisition and Disposal of Assets” are hereby submitted for discussion.
Explanation: In response to amendments to applicable laws and regulations, it is proposed to amend certain provisions of the Company’s Procedures for Acquisition and Disposal of Assets. Please refer to Appendix 8 for the comparison table of amendments.
Resolution: The voting results for this proposal were as follows: 81,186,603 votes in favor; 26,357 votes against; 4,000 invalid votes; and 224,814 abstentions/non-votes. Votes in favor represented 99.68% of the 81,441,774 voting rights represented by shareholders present at the time of voting. Accordingly, the proposal was duly approved as submitted.
VI. [Other Matters]
Proposed by the Board of Directors
Subject: Proposal to release directors from non-competition restrictions.
Explanation: (I) Pursuant to Article 209 of the Company Act, where a director engages in any act for himself/herself or on behalf of another person that falls within the scope of the Company’s business, the material details of such act shall be explained to the shareholders’ meeting and approval shall be obtained.
(II) Certain directors of the Company have invested in or operate other companies with the same or similar business scope as that of the Company and serve as directors thereof. In consideration of business and investment needs, and provided that the Company’s interests are not adversely affected, it is proposed, in accordance with law, that this Annual General Meeting approve the release of such directors from non-competition restrictions.
(III) For the concurrent positions held by the directors, please refer to the table below.
| Title | Name | Name of Concurrent Company and Position |
|---|---|---|
| Corporate Director Representative of OMRON Taiwan Electronics Inc. | Olivier Welker | OMRON Corporation |
| Senior General Manager | ||
| Robotics Business Division | ||
| Omron Robotics and Safety Technologies | ||
| President & CEO |
Resolution: The voting results for this proposal were as follows: 81,012,797 votes in favor; 153,318 votes against; 4,000 invalid votes; and 271,659 abstentions/non-votes. Votes in favor represented 99.47% of the 81,441,774 voting rights represented by shareholders present at the time of voting. Accordingly, the proposal was duly approved as submitted.
VII. [Extempore Motions]
No questions were raised by shareholders at this Annual General Meeting.
VIII. [Adjournment]
After the Chairperson confirmed that no additional proposals were raised by the shareholders, the meeting was adjourned in accordance with the law.
Chairperson: Ho Shih-Chih
Recorder: Wang Wei-Lin
Appendix 1
Business Report
Looking back at 2025, despite continued volatility in the global trade environment and geopolitical and economic conditions, as well as ongoing exchange rate and interest rate fluctuations and inflationary pressures posing challenges to the overall market, the Company continues to leverage its product competitiveness and differentiated strategies to actively expand its global market presence and further strengthen customer partnerships. A summary of the Company's operating results for 2025 and business outlook for 2026 is presented as follows:
I. 2025 Operating Results and Summary of Business Plan
With respect to revenue and profitability, the Company's consolidated revenue for 2025 amounted to NT$1,822,095 thousand, an increase of 23.03% from NT$1,481,037 thousand in 2024. Gross profit for 2025 totaled NT$928,998 thousand, an increase of 22.04% from the previous year. The growth was primarily attributable to rising customer demand for automation, which drove increases in the Company's overall revenue, gross profit, and net income. The relevant financial figures are listed as follows:
Unit: NT$ thousand; %
| Account Item | 2025 | 2024 | Increase (Decrease) | % Change |
|---|---|---|---|---|
| Operating Revenue | 1,822,095 | 1,481,037 | 341,058 | 23.03% |
| Gross Profit | 928,998 | 761,223 | 167,775 | 22.04% |
| Operating Income | 111,125 | 21,645 | 89,480 | 413.40% |
| Net Income for the Period | 136,370 | 93,775 | 42,595 | 45.42% |
Note: The above figures are based on the consolidated financial statements audited by independent auditors.
Unit: %
| Item | 2025 | 2024 | |
|---|---|---|---|
| Financial Structure | Liabilities to Total Assets Ratio | 11.33 | 28.31 |
| Ratio of Long-Term Capital to Property, Plant and Equipment | 16557.24 | 3530.33 | |
| Solvency | Current Ratio | 697.43 | 272.44 |
| Quick Ratio | 638.59 | 193.33 | |
| Profitability | Return on Assets | 2.72 | 4.12 |
| Return on Equity | 3.16 | 5.45 | |
| Net Profit Margin | 7.48 | 6.33 |
Note: The above figures are based on the consolidated financial statements audited by independent auditors.
The Company's liabilities-to-total-assets ratios for the past two years were $11.33\%$ and $28.31\%$ , respectively. The ratios of long-term capital to property, plant and equipment were $16,557.24\%$ and $3,530.33\%$ , respectively. As the ratios of long-term capital to property, plant and equipment both exceeded $100\%$ , this indicates that the Company's long-term capital was more than sufficient to support its investment in property, plant and equipment, reflecting a sound financial structure. With respect to solvency, both the current ratio and quick ratio exceeded $100\%$ , demonstrating that the Company's working capital was sufficient to meet its current liabilities. In terms of profitability, return on assets and return on equity decreased compared with the previous year. The primary reason was the Company's initial public listing in September 2025, during which a cash capital increase was conducted. As a result, total assets and shareholders' equity increased significantly. The benefits of the capital raised have not yet been fully reflected in the current year's profit or loss, resulting in a decline in return on assets and return on equity. Nevertheless, in 2025, growth in revenue and an increase in net income for the period resulted in an increase in the Company's net profit margin.
The Company continues to invest in R&D and innovation. In 2025, actual R&D expenditures amounted to NT$384,500 thousand, representing 21% of the total revenue. During the year, the Company launched TM6S and the medium-to-high payload TM20S collaborative robots. Together with its previously introduced collaborative robots of varying arm lengths and payload
capacities, the Company can address diverse automation needs across multiple industries. In terms of automation solutions, the Company continued to deepen the integrated application of collaborative robots and autonomous mobile robots, and further implemented such solutions in automated production lines within the semiconductor and electronics industries. The Company unveiled the humanoid robot TM Xplore I, building upon its established strengths in safety, vision systems, and AI technologies developed for collaborative robots. With a focus on real-world industrial application needs, this launch further enhanced customer confidence in the Company's ability to commercialize and implement its technologies.
II. 2026 Business Outlook
Looking ahead to 2026, the global economy is expected to continue facing multiple challenges, with varying developments and shifts in the political and economic conditions of major economies. The Company will, as always, respond swiftly with a prudent approach to ensure stable operations. In the face of competition in the collaborative robot market, the Company will continue to place technological leadership at the core of its strategy. Through innovative research and development, the Company will enhance product value and build differentiated competitive advantages. Key R&D priorities will focus on strengthening information security standards, optimizing hardware architecture, integrating AI-related technologies management, and deployment in the humanoid robotics sector. At the same time, the Company will actively deepen its global market presence, capitalizing on the rapid expansion of AI-driven technology applications and the growing demand across industries for smart factories and automation upgrades. These trends are expected to further drive global market demand and contribute to the Company's steady operational growth.
Following Techman Robot's listing on September 26, 2025, the Company marked the beginning of a new chapter, reflecting the recognition and support the Company has received from its global partners and shareholders, as well as from government agencies and academic institutions throughout its journey. Looking ahead, the Company will continue to advance its sustainable development objectives internally. The Company is committed to becoming a trusted
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Taiwanese robotics brand characterized by steady growth, meaningful impact, and sustainable operations, while striving to generate long-term, stable, and sustainable returns for its shareholders.
Chairman: Ho, Shih-Chih
President: Chen, Shang-Hao
Accounting Supervisor: Wang, Wei-Lin
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Appendix 2
Techman Robot Inc.
Audit Committee's Review Report
The Board of Directors has prepared and submitted the Company's Business Report, financial statements, consolidated financial statements, and earnings distribution proposal for 2025. The financial statements and consolidated financial statements have been audited by KPMG Taiwan, Certified Public Accountants Ms. Lillian Lien and Ms. Pearl Chen, and an unqualified audit opinion has been issued. Upon review by the Audit Committee, no material non-compliance was found. This report is submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.
Techman Robot Inc.
Convener of the Audit Committee: Wang, Shu-Fen
March 6, 2026
Appendix 3
Techman Robot Inc. Report on Related Party Transactions for 2025
Unit: NT$ thousand
| Item | Counterparty | Actual Transaction Amount | Actual Transaction Terms | Whether Conducted in Accordance with the Pricing Principles Approved by the Board of Directors | Whether Within the Annual Transaction Limit Approved by the Board of Directors |
|---|---|---|---|---|---|
| Sales | OMRON | 407,790 | 60 days | Yes | Yes |
Appendix 4
Techman Robot Inc.
Comparison Table of Amendments to the Procedures for Ethical Management and Guidelines for Conduct
| Original Provision | Amended Provision | Remarks |
|---|---|---|
| Article 9 (Procedures for Handling Political Contributions) | ||
| Where the Company makes political contributions, such contributions shall be handled in accordance with the following provisions. Prior approval from the President shall be obtained and the relevant responsible unit of the Company shall be notified. Where the amount reaches NT$500,000 or more, such contribution shall be submitted to and approved by the Board of Directors before implementation: | ||
| 1. Compliance with the political contribution laws and regulations of the country where the recipient is located shall be confirmed, including limits and permitted forms of political contributions. | ||
| 2. Decisions shall be documented in writing. | ||
| 3. Political contributions shall be properly recorded in accordance with applicable laws and accounting procedures. | ||
| 4. When making political contributions, the Company shall avoid engaging in commercial dealings with government-related entities, applying for permits, or handling other matters involving the Company’s interests. | Article 9 (Procedures for Handling Political Contributions) | |
| Where the Company makes political contributions, such contributions shall be handled in accordance with the following provisions. Prior approval from the President shall be obtained and the relevant responsible unit of the Company shall be notified. Where the amount reaches NT$1,000,000 or more, such contribution shall be submitted to and approved by the Board of Directors before implementation: | ||
| 1. Compliance with the political contribution laws and regulations of the country where the recipient is located shall be confirmed, including limits and permitted forms of political contributions. | ||
| 2. Decisions shall be documented in writing. | ||
| 3. Political contributions shall be properly recorded in accordance with applicable laws and accounting procedures. | ||
| 4. When making political contributions, the Company shall avoid engaging in commercial dealings with government-related entities, applying for permits, or handling other matters involving the Company’s interests. | Amended to meet the Company’s operational needs. | |
| Article 10 (Procedures for Handling Charitable Donations or Sponsorships) | ||
| Where the Company makes charitable donations or sponsorships, such activities shall be handled in accordance with the | Article 10 (Procedures for Handling Charitable Donations or Sponsorships) | |
| Where the Company makes charitable donations or sponsorships, such activities shall be handled in accordance with the |
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| following provisions. Prior approval from the President shall be obtained and the relevant responsible unit of the Company shall be notified. Where the amount reaches NT$500,000 or more, such donation or sponsorship shall be submitted to and approved by the Board of Directors before implementation: 1. Compliance with the laws and regulations of the place of operation shall be ensured. 2. Decisions shall be documented in writing. 3. Recipients of charitable donations shall be charitable organizations and shall not constitute disguised bribery. 4. Any benefits obtained from sponsorship shall be explicit and reasonable, and the recipient shall not be a business counterparty of the Company or a person with a conflict of interest with the Company's personnel. 5. After making charitable donations or sponsorships, the Company shall confirm that the use of funds is consistent with the intended purpose. In the case of urgent and unforeseen emergencies, where the amount does not exceed NT$5,000,000, the Chairman may be authorized to approve such donation or sponsorship. However, such approval shall be submitted to the next Board meeting for ratification. | following provisions. Prior approval from the President shall be obtained and the relevant responsible unit of the Company shall be notified. Where the amount reaches NT$1,000,000 or more, such donation or sponsorship shall be submitted to and approved by the Board of Directors before implementation: 1. Compliance with the laws and regulations of the place of operation shall be ensured. 2. Decisions shall be documented in writing. 3. Recipients of charitable donations shall be charitable organizations and shall not constitute disguised bribery. 4. Any benefits obtained from sponsorship shall be explicit and reasonable, and the recipient shall not be a business counterparty of the Company or a person with a conflict of interest with the Company's personnel. 5. After making charitable donations or sponsorships, the Company shall confirm that the use of funds is consistent with the intended purpose. In the case of urgent and unforeseen emergencies, where the amount does not exceed NT$5,000,000, the Chairman may be authorized to approve such donation or sponsorship. However, such approval shall be submitted to the next Board meeting for ratification. |
|---|---|
Appendix 5
Independent Auditors' Report
To the Board of Directors of Techman Robot Inc.:
Audit Opinions
We have audited the balance sheets of Techman Robot Inc. as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity, and cash flows for the years ended December 31, 2025 and 2024, as well as the notes to the parent company only financial statements (including a summary of significant accounting policies).
In our opinion, the aforementioned parent company only financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and fairly present the financial position of Techman Robot Inc. as of December 31, 2025 and 2024, and its financial performance and cash flows for the years ended December 31, 2025 and 2024.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. Personnel of the firm to which we belong who are subject to the independence requirements have maintained independence from Techman Robot Inc. in accordance with the Code of Professional Ethics for Certified Public Accountants and have fulfilled other responsibilities under the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the parent company only financial statements of Techman Robot Inc. for the year ended 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and in forming our audit opinion thereon, and we do not express a separate opinion on these matters. The key audit matters that, in our judgment, should be communicated in the audit report are as follows:
I. Timing of revenue recognition
For the accounting policy on revenue recognition, please refer to Note 4(14) to the parent company only financial statements, and for the description of significant accounting items, please refer to Note 6(22).
Description of key audit matters:
Techman Robot Inc. is primarily engaged in the R&D, production, and sale of collaborative industrial robots. Sales revenue is recognized based on contractual transaction terms and upon the transfer of control of the goods. As the timing of revenue recognition has a significant impact on the financial statements, we consider testing the timing of revenue recognition to be an important assessment matter in the audit of the parent company only financial statements of Techman Robot Inc.
Audit procedures performed:
Our principal audit procedures for the above key audit matter included understanding and testing the internal controls over sales revenue to confirm whether the internal controls were effectively implemented; understanding the accounting policies for revenue recognition to confirm whether the accounting treatment complied with the relevant standards; selecting shipments for a period before and after the balance sheet date and verifying the related supporting documents and forms to confirm whether sales revenue was recognized in the appropriate period in the financial statements.
II. Allowance for inventory valuation
For the accounting policies on inventories and the uncertainties related to accounting estimates and assumptions, please refer to Notes 4(7) and 5 to the parent company only financial statements; for the description of significant accounting items, please refer to Note 6(7) to the parent company only financial statements.
Description of key audit matters:
Inventories in the financial statements are measured at the lower of cost and net realizable value. Due to the long turnover cycle of collaborative industrial robots, inventories may be subject to valuation or obsolescence losses, and the assessment of net realizable value involves management judgment. Accordingly, we have identified the allowance for inventory valuation as a key audit matter.
Audit procedures performed:
Our principal audit procedures for the above key audit matter included understanding the inventory valuation and obsolescence evaluation policies adopted by management and assessing their appropriateness; selecting the most recent sales market prices of products and the most recent replacement costs of raw materials, recalculating net realizable value after computing the selling expense rate, and assessing whether the net realizable value adopted by management was reasonable; performing sampling procedures to examine the accuracy of the inventory aging schedule; and reviewing whether the disclosures related to the allowance for inventory valuation made by management were appropriate.
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 maintaining the necessary internal control relevant to the preparation of the parent company only financial statements to ensure that they are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is also responsible for assessing Techman Robot Inc.'s ability to continue as a going concern, disclosing related matters, and applying the going concern basis of accounting, unless management intends to liquidate Techman Robot Inc. or cease operations, or has no realistic alternative but to do so.
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Those charged with governance of Techman Robot Inc. (including the Audit Committee) are responsible for overseeing the financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
The objective of our audit of the parent company only financial statements is 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. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards cannot guarantee that material misstatements in the parent company only financial statements will always be detected. Misstatements may arise from fraud or error. Misstatements are considered material if the individual amounts or the aggregate amounts can reasonably be expected to influence the economic decisions of users taken on the basis of the parent company only financial statements.
When conducting our audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism. We also perform the following procedures:
-
Identify and assess the risks of material misstatement of the parent company only financial statements due to fraud or error; design and perform appropriate audit procedures in response to the assessed risks; and obtain sufficient and appropriate audit evidence as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error.
-
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 Techman Robot Inc.'s internal control.
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Evaluate the appropriateness of the accounting policies adopted by management and the reasonableness of the accounting estimates and related disclosures made by management.
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Based on the audit evidence obtained, conclude on the appropriateness of management's use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on Techman Robot Inc.'s ability to continue as a going concern. If we conclude that a material uncertainty exists regarding such events or conditions, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements, or to modify our audit opinion if such disclosures are inadequate. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause Techman Robot Inc. to cease to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the parent company only financial statements (including the related notes), and whether the parent company only financial statements fairly present the underlying transactions and events.
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Obtain sufficient and appropriate audit evidence regarding the financial information of investees accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit engagement and for forming the audit opinion on the parent company only financial statements of Techman Robot Inc.
We communicate with those charged with governance regarding, among other matters, the
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planned scope and timing of the audit and significant audit findings, including significant deficiencies in internal control identified during the audit.
We also provide those charged with governance with a statement that the personnel of the firm to which we belong who are subject to independence requirements have complied with the independence provisions of the Code of Professional Ethics for Certified Public Accountants, and communicate with those charged with governance all relationships and other matters that may reasonably be thought to bear on the auditor’s independence, including related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters for the audit of the parent company only financial statements of Techman Robot Inc. for the year ended 2025. We describe these matters in the audit report unless laws or regulations preclude public disclosure of the specific matter or, in extremely rare circumstances, we determine that a matter should not be communicated in the audit report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independents auditor’s report are Lien, Shu-Ling and Chen, Yi-Chun.
KPMG
Taipei, Taiwan (Republic of China)
February 24,2026
Techman Robot Inc.
Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousands
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and equity | 2025.12.31 | 2024.12.31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | % | ||||
| Current assets: | Current liabilities: | |||||||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 320,227 | 4 | 255,965 | 10 | 2130 | Contract liabilities - current (Note 6(22)) | $ 179,766 | 2 | 90,853 | 4 | |
| 1110 | Financial assets at fair value through profit or loss - current (Note 6(2)) | 3,783,065 | 49 | 501,512 | 21 | 2170 | Accounts payable | 238,283 | 3 | 197,928 | 8 | |
| 1120 | Financial assets measured at fair value through other comprehensive income - current (Note 6(3)) | 222,397 | 3 | 110,786 | 5 | 2200 | Other payables (Note 7) | 200,165 | 3 | 177,385 | 7 | |
| 1150 | Net notes receivable (Note 6(5)) | - | - | 5 | - | 2230 | Current income tax liabilities (Note 6(18)) | 11,304 | - | 11,162 | 1 | |
| 1170 | Net accounts receivable (Note 6(5)) | 105,830 | 1 | 44,957 | 2 | 2250 | Provisions for liabilities - current (Note 6(13)) | 82,776 | 1 | 62,992 | 3 | |
| 1180 | Net accounts receivable - related parties (Notes 6(5) and 7) | 213,877 | 3 | 270,252 | 11 | 2280 | Lease liabilities - current (Notes 6(15) and (28)) | 33,983 | 1 | 31,879 | 1 | |
| 1200 | Other receivables (Notes 6(6) and 7) | 14,990 | - | 8,176 | - | 2360 | Refund liabilities - current (Note 6(14)) | 6,323 | - | 8,048 | - | |
| 1310 | Inventories - manufacturing industry (Note 6(7)) | 426,757 | 6 | 437,653 | 18 | 2399 | Other current liabilities - others | 14,157 | - | 8,240 | - | |
| 1476 | Other financial assets - current (Notes 6(12) and 8) | 734,822 | 10 | 49,984 | 2 | 766,757 | 10 | 588,487 | 24 | |||
| 1479 | Other current assets - other | 30,182 | - | 19,235 | 1 | Non-current liabilities: | ||||||
| 5,852,147 | 76 | 1,698,525 | 70 | 2570 | Deferred income tax liabilities (Note 6(18)) | 393 | - | 2,624 | - | |||
| Non-current assets: | 2580 | Lease liabilities - non-current (Notes 6(15) and (28)) | 16,675 | - | 45,050 | 2 | ||||||
| 1535 | Financial assets measured at amortized cost - non-current | 1,623,016 | 21 | 525,818 | 22 | 2630 | Long-term deferred income (Note 6(16)) | 5,300 | - | 6,653 | - | |
| 1550 | Investments accounted for using the equity method (Note 6(8)) | 17,765 | - | 25,731 | 1 | 2640 | Net defined benefit liabilities - non-current (Note 6(17)) | 2,437 | - | 1,645 | - | |
| 1600 | Property, plant and equipment (Note 6(9)) | 39,347 | 1 | 49,511 | 2 | 2670 | Other non-current liabilities - others | - | - | 23,060 | 1 | |
| 1755 | Right-of-use assets (Note 6(10)) | 49,594 | 1 | 75,452 | 3 | 24,805 | - | 79,032 | 3 | |||
| 1780 | Intangible assets (Note 6(11)) | 12,121 | - | 10,605 | - | |||||||
| 1840 | Deferred income tax assets (Note 6(18)) | 41,890 | 1 | 35,704 | 2 | Total liabilities | 791,562 | 10 | 667,519 | 27 | ||
| 1915 | Prepayment for equipment | 14,482 | - | 7,800 | - | |||||||
| 1920 | Other financial assets - non-current (Notes 6(12) and 8) | 12,395 | - | 10,607 | - | |||||||
| 1,810,610 | 24 | 741,228 | 30 | Equity (Note 6(19)): | ||||||||
| 3110 | Common stock capital | 1,028,000 | 14 | 900,000 | 37 | |||||||
| 3140 | Advance receipts for share capital | 97,926 | 1 | - | - | |||||||
| 3200 | Capital surplus | 5,347,426 | 70 | 610,417 | 25 | |||||||
| 3300 | Retained earnings | 396,291 | 5 | 260,228 | 11 | |||||||
| 3400 | Other equity | 1,552 | - | 1,589 | - | |||||||
| Total equity | 6,871,195 | 90 | 1,772,234 | 73 | ||||||||
| Total liabilities and equity | $ 7,662,757 | 100 | 2,439,753 | 100 |
Total assets
(Please refer to the accompanying notes to the parent company only financial statements)
Techman Robot Inc.
Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4110 | Sale revenue (Notes 6(22) and 7) | $ 1,679,721 | 100 | 1,449,892 | 100 |
| Operating costs: | |||||
| 5110 | Cost of sales (Notes 6(7), 23 and 7) | 842,076 | 50 | 732,226 | 51 |
| 5910 | Less: Unrealized sales profit or loss | 23,100 | - | 23,060 | 1 |
| 5920 | Add: Realized sales profit or loss | 23,060 | - | 3,478 | - |
| Gross profit | 837,605 | 50 | 698,084 | 48 | |
| Operating expenses (Notes 6(17), (23) and 7): | |||||
| 6100 | Selling expenses | 263,639 | 16 | 239,606 | 16 |
| 6200 | Administrative expenses | 93,379 | 5 | 80,721 | 6 |
| 6300 | R&D expenses | 384,500 | 23 | 346,580 | 24 |
| Total operating expenses | 741,518 | 44 | 666,907 | 46 | |
| Net operating income | 96,087 | 6 | 31,177 | 2 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Note 6(24)) | 34,908 | 2 | 22,331 | 2 |
| 7010 | Other income (Note 6(24)) | 4,875 | - | 4,592 | - |
| 7020 | Other gains and losses (Note 6(24)) | 3,324 | - | 59,256 | 4 |
| 7050 | Financial costs (Notes 6(15) and 24) | (1,634) | - | (1,529) | - |
| 7070 | Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method (Note 6(8)) | 15,028 | 1 | (9,092) | - |
| Total non-operating income and expenses | 56,501 | 3 | 75,558 | 6 | |
| Net profit before tax | 152,588 | 9 | 106,735 | 8 | |
| 7950 | Less: Income tax expenses (Note 6(18)) | 16,218 | 1 | 12,960 | 1 |
| Net income for the current period | 136,370 | 8 | 93,775 | 7 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items not reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans | (383) | - | 41 | - |
| 8316 | Unrealized valuation gain or loss on investments in equity instruments measured at fair value through other comprehensive income | (143) | - | 2,604 | - |
| 8349 | Income tax related to items that will not be reclassified to profit or loss | 76 | - | (8) | - |
| Total items not reclassified to profit or loss | (450) | - | 2,637 | - | |
| 8360 | Items that may be subsequently reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | 106 | - | 1,509 | - |
| 8399 | Income tax related to items that may be subsequently reclassified to profit or loss | - | - | - | - |
| Total items that may be subsequently reclassified to profit or loss | 106 | - | 1,509 | - | |
| Other comprehensive income for the period (net of tax) | (344) | - | 4,146 | - | |
| 8500 | Total comprehensive income for the period | $ 136,026 | 8 | 97,921 | 7 |
| Earnings per share (Note 6(21)) | |||||
| 9750 | Basic earnings per share (Unit: NT$) | $ | 1.46 | 1.04 | |
| 9850 | Diluted earnings per share (Unit: NT$) | $ | 1.44 | 1.02 |
(Please refer to the accompanying notes to the parent company only financial statements)
Techman Robot Inc.
Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands
| Common stock capital | Advance receipts for share capital | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Other equity items | Unrealized gain or loss on financial assets measured at fair value through other comprehensive income | Total equity | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations | (58) | |||||||||
| Balance as of January 1, 2024 | $ 900,000 | - | 607,725 | 22,290 | 1,979 | 142,151 | (2,466) | 1,671,621 | ||
| Net income for the current period | - | - | - | - | - | 93,775 | - | - | 93,775 | |
| Other comprehensive income for the current period | - | - | - | - | - | 33 | 1,509 | 2,604 | 4,146 | |
| Total comprehensive income for the period | - | - | - | - | - | 93,808 | 1,509 | 2,604 | 97,921 | |
| Earnings appropriation and distribution: | ||||||||||
| Appropriation of legal reserve | - | - | - | 1,149 | - | (1,149) | - | - | - | |
| Appropriation of special reserve | - | - | - | - | 545 | (545) | - | - | - | |
| Share-based payment transactions | - | - | 2,692 | - | - | - | - | - | 2,692 | |
| Balance as of December 31, 2024 | 900,000 | - | 610,417 | 23,439 | 2,524 | 234,265 | (957) | 2,546 | 1,772,234 | |
| Net income for the current period | - | - | - | - | - | 136,370 | - | - | 136,370 | |
| Other comprehensive income for the current period | - | - | - | - | - | (307) | 106 | (143) | (344) | |
| Total comprehensive income for the period | - | - | - | - | - | 136,063 | 106 | (143) | 136,026 | |
| Earnings appropriation and distribution: | ||||||||||
| Appropriation of legal reserve | - | - | - | 9,381 | - | (9,381) | - | - | - | |
| Appropriation of special reserve | - | - | - | - | (2,524) | 2,524 | - | - | - | |
| Cash capital increase | 128,000 | - | 4,721,651 | - | - | - | - | - | 4,849,651 | |
| Share-based payment transactions | - | 97,926 | 15,358 | - | - | - | - | - | 113,284 | |
| Balance as of December 31, 2025 | $ 1,028,000 | 97,926 | 5,347,426 | 32,820 | - | 363,471 | (851) | 2,403 | 6,871,195 |
21
Techman Robot Inc.
Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Profit before tax for the current period | $ 152,588 | 106,735 |
| Adjustment items: | ||
| Income and expense items | ||
| Depreciation expenses | 61,523 | 61,412 |
| Amortization expenses | 11,280 | 8,364 |
| Net gain on financial assets and liabilities measured at fair value through profit or loss | (16,361) | (8,909) |
| Interest expenses | 1,634 | 1,529 |
| Interest income | (34,908) | (22,331) |
| Dividend income | (4,875) | (4,592) |
| Share of (gain) loss of subsidiaries, affiliates, and joint ventures accounted for using the equity method | (15,028) | 9,092 |
| Net gain on disposal of financial assets and liabilities measured at amortized cost | (623) | - |
| Unrealized (Realized) sales gain | 40 | 19,582 |
| Unrealized foreign exchange losses (gains) | 7,361 | (12,540) |
| Employee stock option expenses | 15,358 | 2,692 |
| Total income and expense items | 25,401 | 54,299 |
| Changes in assets and liabilities related to operating activities: | ||
| Notes receivable | 5 | (5) |
| Accounts receivable | (60,873) | 4,542 |
| Accounts receivable - related parties | 56,375 | (113,596) |
| Other receivables | (756) | (23) |
| Inventory | 10,896 | (117,869) |
| Other financial assets | (1,654) | (2,703) |
| Other current assets | (10,947) | (11,897) |
| Contract liabilities | 88,913 | 61,066 |
| Accounts payable | 40,355 | 86,946 |
| Other payables | 22,780 | 16,259 |
| Refund liabilities | (1,725) | 3,796 |
| Other current liabilities | 5,917 | (1,120) |
| Net defined benefit liabilities | 409 | 327 |
| Provision for liabilities | 19,784 | 8,120 |
| Other non-current liabilities | (1,353) | 6,653 |
| Total net changes in assets and liabilities related to operating activities | 168,126 | (59,504) |
| Total adjustment items | 193,527 | (5,205) |
| Cash inflow from operations | 346,115 | 101,530 |
| Interest received | 26,427 | 16,600 |
| Dividends received | 4,875 | 4,592 |
| Interest paid | (1,634) | (1,529) |
| Income tax paid | (24,417) | (11,745) |
| Net cash inflow from operating activities | 351,366 | 109,448 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at fair value through other comprehensive income | (111,754) | (79,770) |
| Acquisition of financial assets measured at amortized cost | (1,240,585) | (263,766) |
| Disposal of financial assets measured at amortized cost | 139,072 | - |
| Acquisition of financial assets measured at fair value through profit or loss | (5,149,000) | (290,000) |
| Disposal of financial assets measured at fair value through profit or loss | 1,883,808 | 553,764 |
| Acquisition of property, plant and equipment | (15,398) | (22,227) |
| Acquisition of intangible assets | (12,796) | (12,460) |
| Increase (decrease) in prepayments for equipment | (6,682) | (135) |
| Increase (decrease) in other financial assets | (684,972) | 26,317 |
| Net cash outflow from investing activities | (5,198,307) | (88,277) |
| Cash flows from financing activities: | ||
| Repayment of lease principal | (36,374) | (29,832) |
| Cash capital increase | 4,849,651 | - |
| Exercise of employee stock options | 97,926 | - |
| Net cash inflow (outflow) from financing activities | 4,911,203 | (29,832) |
| Net increase (decrease) in cash and cash equivalents for the period | 64,262 | (8,661) |
| Cash and cash equivalents balance at beginning of the period | 255,965 | 264,626 |
| Cash and cash equivalents balance at end of the period | $ 320,227 | 255,965 |
22
Independent Auditors’ Report
To the Board of Directors of Techman Robot Inc.:
Audit Opinions
We have audited the balance sheets of Techman Robot Inc. and its subsidiaries (Techman Robot Group) as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years ended December 31, 2025 and 2024, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies).
In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Techman Robot Group as of December 31, 2025 and 2024, and its consolidated financial performance and consolidated cash flows for the periods from January 1 to December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretation Bulletins endorsed and issued into effect by the FSC.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. Personnel of the firm to which we belong who are subject to the independence requirements have maintained independence from Techman Robot Group in accordance with the Code of Professional Ethics for Certified Public Accountants and have fulfilled other responsibilities under the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
23
24
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of Techman Robot Group for the year ended 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon, and we do not express a separate opinion on these matters. The key audit matters that, in our judgment, should be communicated in the audit report are as follows:
I. Timing of revenue recognition
For the accounting policy on revenue recognition, please refer to Note 4(14) to the consolidated financial statements, and for the description of significant accounting items, please refer to Note 6(22).
Description of key audit matters:
Techman Robot Group is primarily engaged in the R&D, production, and sale of collaborative industrial robots. Sales revenue is recognized based on contractual transaction terms and upon the transfer of control of the goods. As the timing of revenue recognition has a significant impact on the financial statements, we consider testing the timing of revenue recognition to be an important assessment matter in the audit of the consolidated financial statements of Techman Robot Group.
Audit procedures performed:
Our principal audit procedures for the above key audit matter included understanding and testing the internal controls over sales revenue to confirm whether the internal controls were effectively implemented; understanding the accounting policies for revenue recognition to confirm whether the accounting treatment complied with the relevant standards; selecting shipments for a period before and after the balance sheet date and verifying the related supporting documents and forms to confirm whether sales revenue was recognized in the appropriate period in the financial statements.
II. Allowance for inventory valuation
For the accounting policies on inventories and the uncertainties related to accounting estimates and assumptions, please refer to Notes 4(8) and 5 to the consolidated financial statements; for the description of significant accounting items, please refer to Note 6(7) to the consolidated financial statements.
Description of key audit matters:
Inventories in the financial statements are measured at the lower of cost and net realizable value. Due to the long turnover cycle of collaborative industrial robots, inventories may be subject to valuation or obsolescence losses, and the assessment of net realizable value involves management judgment. Accordingly, we have identified the allowance for inventory valuation as a key audit matter.
Audit procedures performed:
Our principal audit procedures for the above key audit matter included understanding the inventory valuation and obsolescence evaluation policies adopted by management and assessing their appropriateness; selecting the most recent sales market prices of products and the most recent replacement costs of raw materials, recalculating net realizable value after computing the selling expense rate, and assessing whether the net realizable value adopted by management was reasonable; performing sampling procedures to examine the accuracy of the inventory aging schedule; and reviewing whether the disclosures related to the allowance for inventory valuation made by management were appropriate.
Other matters
Techman Robot Inc. has prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated
25
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 with the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretation Bulletins endorsed and issued into effect by the FSC, and for maintaining 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 also responsible for assessing Techman Robot Group’s ability to continue as a going concern, disclosing related matters, and applying the going concern basis of accounting, unless management intends to liquidate Techman Robot Group or cease operations, or has no realistic alternative but to do so.
Those charged with governance of Techman Robot Group (including the Audit Committee) are responsible for overseeing the financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
The objective of our audit of the consolidated financial statements is 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. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards cannot guarantee that material misstatements in the consolidated financial statements will always be detected. Misstatements may arise from fraud or error. Misstatements are considered material if the individual amounts or the aggregate amounts can reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
When conducting our audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism. We also perform the following procedures:
-
Identify and assess the risks of material misstatement of the consolidated financial statements due to fraud or error; design and perform appropriate audit procedures in response to the assessed risks; and obtain sufficient and appropriate audit evidence as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error.
-
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 Techman Robot Group’s internal control.
-
Evaluate the appropriateness of the accounting policies adopted by management and the reasonableness of the accounting estimates and related disclosures made by management.
-
Based on the audit evidence obtained, conclude on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on Techman Robot Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists regarding such events or conditions, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements, or to modify our audit opinion if such disclosures are inadequate. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause Techman Robot Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including the related notes), and whether the consolidated financial statements fairly present the underlying transactions and events.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities 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 and for forming the Group 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 significant deficiencies in internal control identified during the audit.
We also provide those charged with governance with a statement that the personnel of the firm to which we belong who are subject to independence requirements have complied with the independence provisions of the Code of Professional Ethics for Certified Public Accountants, and communicate with those charged with governance all relationships and other matters that may reasonably be thought to bear on the auditor's independence, including related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters for the audit of the consolidated financial statements of Techman Robot Group for the year ended 2025. We describe these matters in the audit report unless laws or regulations preclude public disclosure of the specific matter or, in extremely rare circumstances, we determine that a matter should not be communicated in the audit report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditor's report are Lien, Shu-Ling and Chen, Yi-Chun.
KPMG
Taipei, Taiwan (Republic of China)
February 24, 2026
Techman Robot Inc. and Subsidiaries
Consolidated Balance Sheets December
31, 2025 and 2024
Unit: NT$ thousands
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and equity | 2025.12.31 | 2024.12.31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | % | ||||
| Current assets: | Current liabilities: | |||||||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 343,042 | 4 | 312,477 | 13 | 2100 | Short-term borrowings (Note 6(12) and (28)) | $ 50,417 | 1 | - | - | |
| 1110 | Financial assets at fair value through profit or loss - current (Note 6(2)) | 3,783,065 | 49 | 501,512 | 20 | 2130 | Contract liabilities - current (Note 6(22)) | 182,246 | 2 | 122,922 | 5 | |
| 1120 | Financial assets measured at fair value through other comprehensive income - current (Note 6(3)) | 222,397 | 3 | 110,786 | 4 | 2170 | Accounts payable | 245,115 | 3 | 205,256 | 8 | |
| 2200 | Other payables (Note 7) | 214,679 | 3 | 188,656 | 8 | |||||||
| 1150 | Net notes receivable (Note 6(5)) Financial Holding | 50,417 | 1 | 41,005 | 2 | 2230 | Current income tax liabilities | 11,304 | - | 11,162 | - | |
| 1170 | Net accounts receivable (Note 6(5)) | 159,525 | 2 | 69,971 | 3 | 2250 | Provisions for liabilities - current (Note 6(13)) | 82,776 | 1 | 62,992 | 3 | |
| 1180 | Net accounts receivable - related parties (Notes 6(5) and 7) | 109,067 | 2 | 141,508 | 6 | 2280 | Lease liabilities - current (Notes 6(15) and (28)) | 38,152 | 1 | 32,791 | 1 | |
| 1200 | Other receivables (Notes 6(6)) | 17,854 | - | 9,616 | - | 2365 | Refund liabilities - current (Note 6(14)) | 6,798 | - | 9,631 | - | |
| 1310 | Inventories - manufacturing industry (Note 6(7)) | 466,575 | 6 | 487,688 | 20 | 2399 | Other current liabilities - others | 17,289 | - | 8,840 | - | |
| 1476 | Other financial assets - current (Notes 6(11) and 8) | 734,822 | 9 | 54,797 | 2 | 848,776 | 11 | 642,250 | 25 | |||
| 1479 | Other current assets - other | 32,816 | - | 20,378 | 1 | |||||||
| 5,919,580 | 76 | 1,749,738 | 71 | 2570 | Deferred income tax liabilities (Note 6(18)) | 1,981 | - | 3,137 | - | |||
| Non-current assets: | 2580 | Lease liabilities - non-current (Notes 6(15) and (28)) | 19,647 | - | 45,993 | 2 | ||||||
| 1535 | Financial assets measured at amortized cost - non-current (Note 6(4)) | 1,623,016 | 21 | 525,818 | 22 | 2630 | Long-term deferred income (Note 6(16)) | 5,300 | - | 6,653 | 1 | |
| 1600 | Property, plant and equipment (Note 6(8)) | 41,677 | 1 | 51,827 | 2 | 2640 | Net defined benefit liabilities - non-current (Note 6(17)) | 2,437 | - | 1,645 | - | |
| 1755 | Right-of-use assets (Note 6(9)) | 57,533 | 1 | 78,019 | 3 | 29,365 | - | 57,428 | 3 | |||
| 1780 | Intangible assets (Note 6(10)) | 12,121 | - | 10,605 | - | Total liabilities | 878,141 | 11 | 699,678 | 28 | ||
| 1840 | Deferred income tax assets (Note 6(18)) | 43,478 | 1 | 36,217 | 2 | |||||||
| 1915 | Prepayment for equipment | 14,482 | - | 7,800 | - | |||||||
| 1980 | Other financial assets - non-current (Notes 6(11) and 8) | 37,449 | - | 11,888 | - | 3110 | Common stock capital | 1,028,000 | 14 | 900,000 | 37 | |
| Total non-current assets | 1,829,756 | 24 | 722,174 | 29 | 3140 | Advance receipts for share capital | 97,926 | 1 | - | - | ||
| 3200 | Capital surplus | 5,347,426 | 69 | 610,417 | 25 | |||||||
| Total assets | $ 7,749,336 | 100 | 2,471,912 | 100 | 3300 | Retained earnings | 396,291 | 5 | 260,228 | 10 | ||
| 3400 | Other equity | 1,552 | - | 1,589 | - | |||||||
| Total equity | 6,871,195 | 89 | 1,772,234 | 72 | ||||||||
| Total liabilities and equity | $ 7,749,336 | 100 | 2,471,912 | 100 |
(Please refer to the accompanying notes to the consolidated financial statements)
Techman Robot Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4110 | Operating revenue (Notes 6(22) and 7) | $ 1,822,095 | 100 | 1,481,037 | 100 |
| 5110 | Operating costs (Notes 6(7), (23) and 7) | 893,097 | 49 | 719,814 | 49 |
| Gross profit | 928,998 | 51 | 761,223 | 51 | |
| Operating expenses (Notes 6(17), (23) and 7): | |||||
| 6100 | Selling expenses | 332,435 | 18 | 305,226 | 21 |
| 6200 | Administrative expenses | 100,938 | 6 | 87,772 | 6 |
| 6300 | R&D expenses | 384,500 | 21 | 346,580 | 23 |
| Total operating expenses | 817,873 | 45 | 739,578 | 50 | |
| Net operating income | 111,125 | 6 | 21,645 | 1 | |
| Non-operating income and expenses: | |||||
| 7100 | Interest income (Note 6(24)) | 35,009 | 2 | 22,636 | 2 |
| 7010 | Other income (Note 6(24)) | 4,875 | - | 4,592 | - |
| 7020 | Other gains and losses (Note 6(24) and 7) | 4,960 | - | 59,538 | 4 |
| 7050 | Financial costs (Notes 6(15) and (24)) | (3,381) | - | (1,676) | - |
| Total non-operating income and expenses | 41,463 | 2 | 85,090 | 6 | |
| Net profit before tax | 152,588 | 8 | 106,735 | 7 | |
| 7950 | Less: Income tax expenses (Note 6(18)) | 16,218 | 1 | 12,960 | 1 |
| Net income for the current period | 136,370 | 7 | 93,775 | 6 | |
| 8300 | Other comprehensive income: | ||||
| 8310 | Items not reclassified to profit or loss | ||||
| 8311 | Remeasurements of defined benefit plans | (383) | - | 41 | - |
| 8316 | Unrealized valuation gain or loss on investments in equity instruments measured at fair value through other comprehensive income | (143) | - | 2,604 | - |
| 8349 | Income tax related to items that will not be reclassified to profit or loss | 76 | - | (8) | - |
| Total items not reclassified to profit or loss | (450) | - | 2,637 | - | |
| 8360 | Items that may be subsequently reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | 106 | - | 1,509 | - |
| 8399 | Income tax related to items that may be subsequently reclassified to profit or loss | - | - | - | - |
| Total items that may be subsequently reclassified to profit or loss | 106 | - | 1,509 | - | |
| Other comprehensive income for the period (net of tax) | (344) | - | 4,146 | - | |
| 8500 | Total comprehensive income for the period | $ 136,026 | 7 | 97,921 | 6 |
| Earnings per share (Note 6(21)) | |||||
| 9750 | Basic earnings per share (Unit: NT$) | $ | 1.46 | 1.04 | |
| 9850 | Diluted earnings per share (Unit: NT$) | $ | 1.44 | 1.02 |
(Please refer to the accompanying notes to the consolidated financial statements)
Techman Robot Inc. and Subsidiaries
Consolidated Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands
| Common stock capital | Advance receipts for share capital | Capital surplus | Retained earnings | Other equity items | |||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Undistributed earnings | Exchange differences on translation of financial statements of foreign operations | Unrealized gain or loss on financial assets measured at fair value through other comprehensive income | Total equity | ||||
| Balance as of January 1, 2024 | $ 900,000 | - | 607,725 | 22,290 | 1,979 | 142,151 | (2,466) | (58) | 1,671,621 |
| Net income for the current period | - | - | - | - | - | 93,775 | - | - | 93,775 |
| Other comprehensive income for the current period | - | - | - | - | - | 33 | 1,509 | 2,604 | 4,146 |
| Total comprehensive income for the period | - | - | - | - | - | 93,808 | 1,509 | 2,604 | 97,921 |
| Earnings appropriation and distribution: | |||||||||
| Appropriation of legal reserve | - | - | - | 1,149 | - | (1,149) | - | - | - |
| Appropriation of special reserve | - | - | - | - | 545 | (545) | - | - | - |
| Share-based payment transactions | - | - | 2,692 | - | - | - | - | - | 2,692 |
| Balance as of December 31, 2024 | 900,000 | - | 610,417 | 23,439 | 2,524 | 234,265 | (957) | 2,546 | 1,772,234 |
| Net income for the current period | - | - | - | - | - | 136,370 | - | - | 136,370 |
| Other comprehensive income for the current period | - | - | - | - | - | (307) | 106 | (143) | (344) |
| Total comprehensive income for the period | - | - | - | - | - | 136,063 | 106 | (143) | 136,026 |
| Earnings appropriation and distribution: | |||||||||
| Appropriation of legal reserve | - | - | - | 9,381 | - | (9,381) | - | - | - |
| Reversal of special reserve | - | - | - | - | (2,524) | 2,524 | - | - | - |
| Cash capital increase | 128,000 | - | 4,721,651 | - | - | - | - | - | 4,849,651 |
| Share-based payment transactions | - | 97,926 | 15,358 | - | - | - | - | - | 113,284 |
| Balance as of December 31, 2025 | $ 1,028,000 | 97,926 | 5,347,426 | 32,820 | - | 363,471 | (851) | 2,403 | 6,871,195 |
29
Techman Robot Inc. and Subsidiaries
Consolidated Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands
Cash flows from operating activities:
| Profit before tax for the current period | 2025 | 2024 |
|---|---|---|
| Adjustment items: | ||
| Income and expense items | ||
| Depreciation expenses | 66,189 | 66,788 |
| Amortization expenses | 11,280 | 8,364 |
| Net gain on financial assets and liabilities measured at fair value through profit or loss | (16,361) | (8,909) |
| Interest expenses | 3,381 | 1,676 |
| Net gain on disposal of financial assets measured at amortized cost | (623) | - |
| Interest income | (35,009) | (22,636) |
| Dividend income | (4,875) | (4,592) |
| Loss on disposal and retirement of property, plant and equipment | 25 | - |
| Unrealized foreign exchange losses (gains) | 7,361 | (12,540) |
| Employee stock option expenses | 15,358 | 2,692 |
| Total income and expense items | 46,726 | 30,843 |
| Changes in assets and liabilities related to operating activities: | ||
| Notes receivable | (9,971) | (35,487) |
| Accounts receivable | (89,350) | (4,113) |
| Accounts receivable - related parties | 32,093 | (5,474) |
| Other receivables | (2,175) | 1,460 |
| Inventory | 19,475 | (162,169) |
| Other current assets | (12,336) | (9,052) |
| Other financial assets | (20,211) | (7,427) |
| Contract liabilities | 60,640 | 92,770 |
| Accounts payable | 40,011 | 77,502 |
| Other payables | 26,177 | 17,958 |
| Refund liabilities | (2,776) | 5,361 |
| Other current liabilities | 8,400 | (716) |
| Net defined benefit liabilities | 409 | 327 |
| Provision for liabilities | 19,784 | 8,120 |
| Deferred income | (1,353) | 6,653 |
| Total net changes in assets and liabilities related to operating activities | 68,817 | (14,287) |
| Total adjustment items | 115,543 | 16,556 |
| Cash inflow from operations | 268,131 | 123,291 |
| Interest received | 26,529 | 16,904 |
| Dividends received | 4,875 | 4,592 |
| Interest paid | (3,473) | (1,676) |
| Income tax paid | (24,417) | (11,745) |
| Net cash inflow from operating activities | 271,645 | 131,366 |
| Cash flows from investing activities: | ||
| Acquisition of financial assets measured at fair value through other comprehensive income | (111,754) | (79,770) |
| Acquisition of financial assets measured at amortized cost | (1,240,585) | (263,766) |
| Disposal of financial assets measured at amortized cost | 139,072 | - |
| Acquisition of financial assets measured at fair value through profit or loss | (5,149,000) | (290,000) |
| Disposal of financial assets measured at fair value through profit or loss | 1,883,808 | 553,764 |
| Acquisition of property, plant and equipment | (16,007) | (22,355) |
| Acquisition of intangible assets | (12,796) | (12,460) |
| Increase (decrease) in other financial assets | (685,040) | 26,474 |
| Increase (decrease) in prepayments for equipment | (6,682) | (135) |
| Net cash outflow from investing activities | (5,198,984) | (88,248) |
| Cash flows from financing activities: | ||
| Short-term borrowings | 49,218 | - |
| Repayment of lease principal | (40,613) | (34,355) |
| Cash capital increase | 4,849,651 | - |
| Exercise of employee stock options | 97,926 | - |
| Net cash inflow (outflow) from financing activities | 4,956,182 | (34,355) |
| Effect of exchange rate changes on cash and cash equivalents | 1,722 | (2,361) |
| Net increase in cash and cash equivalents for the period | 30,565 | 6,402 |
| Cash and cash equivalents balance at beginning of the period | 312,477 | 306,075 |
| Cash and cash equivalents balance at end of the period | $ 343,042 | 312,477 |
30
Appendix 6
Techman Robot Inc.
2025 Earnings Distribution Statement
Unit: NT$
| Item | Amount |
|---|---|
| Unappropriated retained earnings at beginning of period | 227,407,923 |
| Add: Net income for the period | 136,369,551 |
| Less: Remeasurements of defined benefit plans for the period | (306,006) |
| Subtotal | 363,471,468 |
| Less: Legal reserve appropriated | (13,606,355) |
| Distributable earnings for the period | 349,865,113 |
| Distribution items: | |
| Cash dividends on common shares (NT$1 per share) | (104,609,000) |
| Unappropriated retained earnings at end of period | 245,256,113 |
Appendix 7
Techman Robot Inc.
Comparison Table of Amendments to the Articles of Incorporation
| Original Provision | Amended Provision | Remarks |
|---|---|---|
| Article 7: The total authorized capital of the Company shall be NT$1.2 billion, divided into 120,000,000 shares at a par value of NT$10 per share. The unissued shares are authorized to be issued by the Board of Directors in installments as required by the Company's business needs. Of the total shares, 10,000,000 shares are reserved for employee stock options, which may also be issued in installments upon resolution of the Board of Directors. | Article 7: The total authorized capital of the Company shall be NT$2.0 billion, divided into 200,000,000 shares at a par value of NT$10 per share. The unissued shares are authorized to be issued by the Board of Directors in installments as required by the Company's business needs. Of the total shares, 10,000,000 shares are reserved for employee stock options, which may also be issued in installments upon resolution of the Board of Directors. | Amended to meet the Company's operational needs. |
| Article 32: These Articles of Incorporation were established on September 10, 2015. The 1st amendment was made on March 1, 2016. The 2nd amendment was made on August 22, 2016. The 3rd amendment was made on August 6, 2018. The 4th amendment was made on March 15, 2019. The 5th amendment was made on September 20, 2019. The 6th amendment was made on March 6, 2020. The 7th amendment was made on April 1, 2020. The 8th amendment was made on June 21, 2021. The 9th amendment was made on November 25, 2022. The 10th amendment was made on June 15, 2023. The 11th amendment was made on June 21, 2024. The 12th amendment was made on June 17, 2025. | Article 32: These Articles of Incorporation were established on September 10, 2015. The 1st amendment was made on March 1, 2016. The 2nd amendment was made on August 22, 2016. The 3rd amendment was made on August 6, 2018. The 4th amendment was made on March 15, 2019. The 5th amendment was made on September 20, 2019. The 6th amendment was made on March 6, 2020. The 7th amendment was made on April 1, 2020. The 8th amendment was made on June 21, 2021. The 9th amendment was made on November 25, 2022. The 10th amendment was made on June 15, 2023. The 11th amendment was made on June 21, 2024. The 12th amendment was made on June 17, 2025. | Addition of the 13th amendment. |
Appendix 8
Techman Robot Inc.
Comparison Table of Amendments to the Procedures for Acquisition and Disposal of Assets
| Original Provision | Amended Provision | Remarks |
|---|---|---|
| Article 15 | ||
| 1. Where the Company acquires or disposes of assets under any of the following circumstances, the Company shall, within two days from the date of occurrence of the event, publicly announce and file the relevant information on the website designated by the Financial Supervisory Commission in the prescribed format according to the nature of the transaction: |
(1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets from or to a related party, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, this shall not apply to trading of domestic government bonds, bonds with repurchase or resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2) Mergers, demergers, acquisitions, or transfer of shares.
(3) Losses from derivatives trading reaching the maximum limit for total or individual contract losses as specified in the governing procedures.
(4) Where the type of asset acquired or disposed of is equipment for business use or right-of-use assets thereof, and the counterparty is not a related party, and the transaction amount meets any of the following thresholds:
a. For public companies with paid-in capital | Article 15
1. Where the Company acquires or disposes of assets under any of the following circumstances, the Company shall, within two days from the date of occurrence of the event, publicly announce and file the relevant information on the website designated by the Financial Supervisory Commission in the prescribed format according to the nature of the transaction:
(1) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets from or to a related party, where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more. However, this shall not apply to trading of domestic government bonds, bonds with repurchase or resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2) Mergers, demergers, acquisitions, or transfer of shares.
(3) Losses from derivatives trading reaching the maximum limit for total or individual contract losses as specified in the governing procedures.
(4) Where the type of asset acquired or disposed of is equipment for business use or right-of-use assets thereof, and the counterparty is not a related party, and the transaction amount meets any of the following thresholds:
a. For public companies with paid-in capital | Amended in accordance with applicable laws and regulations. |
| Original Provision | Amended Provision | Remarks |
|---|---|---|
| of less than NT$10 billion, where the transaction amount reaches NT$500 million or more. |
b.For public companies with paid-in capital of NT$10 billion or more, where the transaction amount reaches NT$1 billion or more.
………………… | of less than NT$10 billion, where the transaction amount reaches NT$500 million or more.
b.For public companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, where the transaction amount reaches NT$1 billion or more.
c.For public companies with paid-in capital of NT$50 billion or more, where the transaction amount reaches 5% or more of paid-in capital.
………………… | |
34