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TSMT — AGM Information 2026
May 14, 2026
52549_rns_2026-05-14_caa2ffa1-b52f-4065-b4a7-9c00b2ade6e0.pdf
AGM Information
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Stock Code: 6278
TSMT Taiwan Surface Mounting Technology Corp.
2026 Annual General Shareholder's Meeting
Meeting Agenda
(Translation)
June 17, 2026
Table of Contents
Chapter I. Meeting Procedure ---01
Chapter II. Meeting Agenda ---02
I. Report Items ---03
II. Ratification Items ---05
III. Extraordinary Motions ---05
Chapter III. Attachments
I. Business Report ---06
II. Audit Committee's Review Report ---08
III. Procedures for the Third Share Buyback and Transfer to
Employees ---09
IV. Independent Auditors’ Report and 2025 Parent Company Only
Financial Statements ---11
V. Independent Auditors’ Report and 2025 Consolidated Financial
Statements ---24
VI. 2025 Earnings Distribution ---37
Chapter IV. Appendices
I. Rules and Procedures of Shareholders' Meetings ---38
II. Articles of Incorporation ---42
III. Shareholding of Directors ---47
Chapter I. Meeting Procedure
Taiwan Surface Mounting Technology Corp.
Procedure for the 2026 Annual General Shareholders' Meeting
I. Meeting Called to Order (announcing when the quota represented by the attending shareholders satisfies the statutory requirement)
II. Chairperson Takes the Chair
III. Chairperson Remarks
IV. Report Items
V. Ratification Items
VI. Extraordinary Motions
VII. Adjournment
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Chapter II. Meeting Agenda
Taiwan Surface Mounting Technology Corp.
Agenda of the 2026 Annual General Shareholders' Meeting
Time: 9:00 a.m., Wednesday, June 17, 2026
Venue: 2F, No. 398, Taoying Rd., Taoyuan Dist., Taoyuan City
(Physical Shareholders’ Meeting)
(2nd Floor International Hall of Chuto Plaza Hotel)
Attendance: All shareholders and representatives
Chairperson: Wu, Kai-Yun, Chairman of the Board
I. Chairperson Remarks
II. Report Items
(I) 2025 Business Report
(II) Audit Committee's Review Report on the 2025 Financial Statements
(III) Report on the Distribution of Remuneration for Employees and Directors of 2025
(IV) Report on Cash Dividend Distributions in 2025
(V) Report on the Amendments to the "Procedures for the Third Share Buyback and Transfer to Employees."
(VI) Report on the Implementation of Treasury Share Buyback.
III. Ratification Items
Proposal 1 2025 Business Report and Financial Statements.
Proposal 2 2025 Earnings Distribution Proposal.
IV. Extraordinary Motions
V. Adjournment
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Report Items
(I) 2025 Business Report
Description: The 2025 Business Report (Please refer to #pages 6 to 7# in Attachment 1).
(II) Audit Committee's Review Report on the 2025 Financial Statements
Description: Audit Committee's Review Report (Please refer to #page 8# in Attachment 2).
(III) Report on the Distribution of Remuneration for Employees and Directors of 2025
Description:
I. The Company proposes to distribute NT$182,200,000 as remuneration for employees and NT$30,800,000 as remuneration for Directors of 2025, both in cash.
II. This proposal is approved by the 2nd meeting of 6th-term Remuneration Committee on March 10, 2026 and sent to and approved by 5th meeting of the 15th-term Board of Directors on March 10, 2026.
(IV) Report on Cash Dividend Distributions in 2025
Description:
I. The proposed cash dividend is NT$1,608,190,942, and the cash dividend per share is NT$5.5, which will be rounded down to NT$1, and the aggregated amount of bonus less than NT$1 will be included as other revenue of the Company.
II. For the cash dividend, the Board of Directors authorizes Chairman of the Board to stipulate the ex-dividend date and other related matters.
III. If the number of outstanding shares has changed and caused an impact on the dividend yield, it is proposed that the Chairman of the Board should be authorized to adjust the yield base on the actual number of outstanding shares on the record date.
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(V) Report on the Amendments to the "Procedures for the Third Share Buyback and Transfer to Employees"
Description: Procedures for the Third Share Buyback and Transfer to Employees (Please refer to #pages 9 to 10# in Attachment 3).
(VI) Report on the Implementation of Treasury Share Buyback
Description: The implementation of the third treasury share buyback is as follows:
| Buyback tranche | The 3rd time |
|---|---|
| Date of Board resolution | December 29, 2025 |
| Purpose of buyback | Transfer of shares to employees |
| Buyback period | December 30, 2025 to February 26, 2026 |
| Planned buyback price range | NT$66.5 to NT$148 per share |
| Type and quantity of shares bought back | 3,413,000 shares of common stock |
| Total amount of shares bought back | NT$328,214 thousand |
| Average buyback price per share | NT$96.17 |
| Number of shares canceled or transferred | 0 shares |
| Cumulative shares of the Company held | 3,413,000 shares |
| Cumulative shares held as a percentage of total issued shares (%) | 1.17% |
Ratification Items
Proposal 1
Case: Ratification of the 2025 Business Report and Audited Financial Statements (Proposed by the Board)
Description:
I. The Company's 2025 individual and consolidated financial statements have been audited by Mr. Lin, Kuan-Hung, and Mrs. Wang, Fang-Yu of PricewaterhouseCoopers Taiwan.
II. Please refer to Attachment 1 (#pages 6 to 7#) and Attachment 4 ~ 5 (#pages 11 to 36#) for the business report, independent auditors’ report, and financial statements.
Resolution:
Proposal 2
Case: Ratification of the Company's 2025 Earnings Distribution (Proposed by the Board)
Description: Please refer to Attachment 6 for the 2025 Earnings Distribution (#page 37#).
Resolution:
Extraordinary Motions
Adjournment
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Attachments I
Taiwan Surface Mounting Technology Corp. Business Report
I. 2025 Business Report:
In 2025, the global economy continued to be affected by geopolitical events and tariff trade wars, with ongoing supply chain restructuring increasing uncertainty in the business environment. However, as the Company adjusted its product shipment structure, revenue, gross profit, and net operating profit for 2025 all saw modest increases compared to 2024. Net profit after tax was slightly lower than 2024 due to exchange rate fluctuations, which increased non-operating foreign exchange losses.
(I) The Company's consolidated operating income in 2025 was NT$49,877,415 thousand, a increase of 10.13% compared with the consolidated operating income of NT$45,287,887 thousand in 2024, and the after-tax consolidated net profit of the owners of the parent in 2025 was NT$2,746,078 thousand, a decrease of 5.52% compared with the after-tax consolidated net profit of NT$2,906,467 thousand in 2024; and its basic EPS in 2025 was NT$9.39.
(II) The state of research and development:
The Company stays committed to the improvement of precision SMT production processes, the development and introduction of techniques of advanced production processes, and continuously recruiting excellent engineering talent, thereby enhancing the manufacturing capabilities and R&D capabilities of high-end precision electronic products and key technologies to strive for business opportunities in the processing and manufacturing of various high-end electronic products, and aim for a diverse and high value-added product portfolio and production technology capabilities.
II. Outline of 2026 Business Plan:
(I) Business Policy
- Continuing to implement various automated and intelligent manufacturing processes, enhancing production efficiency and technical capabilities, and implementing various systematic and digitizing analysis management.
- Continuously innovating and improving process failure analysis capabilities and reducing production costs to enhance the overall competitiveness of the Company.
- Upholding the spirit of integrity, speed and attitude, and provide customers with the best production and service solutions in terms of delivery and quality.
(II) Important Production and Sales Strategies
- The Company continues to optimize and expand its overseas production bases, pursuing global deployment and diversification of products, customers, and manufacturing sites. The Vietnam and Mexico factories began mass production and shipment in 2025, and the Company will continue expanding its production bases in India and Vietnam in 2026 to address the challenges posed by geopolitical developments.
- Continuing to invest in various development of advanced process technologies to
reduce the operational risks which may arise from the life cycles and upgrading of consumer Electronics.
- Strengthening supply chain platform management and customer relationship maintenance, thereby enhancing the overall response capability of the Company.
III. Future prospects:
In the future, the Company will continue to improve the flexibility and efficiency of its operating methods in response to the demands of various products and market characteristics of the clients to provide customers with more complete services. In addition, in the face of much uncertainty in global economic and industrial changes, the Company will enhance the flexibility of regional production capacity, core technical capabilities and execution capabilities to face different technological integration and challenges with solid financial structures.
We hereby sincerely thank all shareholders, customers and suppliers for their support and recognition of the Company. The Company’s management team and staff will uphold the spirit of continuous improvement, and continue to improve the Company’s operating efficiency and profitability, fulfill our social responsibilities, and maintain stable and sustainable operations.
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Attachments II
Audit Committee's Review Report
The Board of Directors has submitted the 2025 Business Report, Financial Statements and Profit Distribution Proposal of the Company. The CPAs from PricewaterhouseCoopers Taiwan have audited and certified the Financial Statements and issued an Audit Report. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, it is hereby submitted for your review and perusal.
Sincerely,
The Company's 2026 annual shareholders' meeting
Taiwan Surface Mounting Technology Corp.
Convener of the Audit Committee:
Chen, Meng-Ping
March 10, 2026
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Attachments III
Taiwan Surface Mounting Technology Corp. Procedures for the Third Share Buyback and Transfer to Employees
Article 1: To motivate employees and strengthen employee loyalty, the Company has established these Procedures for the Buyback and Transfer of Shares to Employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies" promulgated by the Financial Supervisory Commission, among other relevant regulations. The transfer of shares bought back by the Company to employees shall be governed by these Procedures, except as otherwise provided by applicable laws and regulations.
(Type of Shares Transferred, Rights, and Restrictions)
Article 2: The shares to be transferred to employees under this program are shares of common stock. Their rights and obligations are identical to those of other outstanding shares of common stock, except as otherwise provided by applicable laws, regulations, or these Procedures.
(Transfer Period)
Article 3: Shares bought back under this program may be transferred to employees in one or more installments within three years from the date of buyback, in accordance with these Procedures.
(Eligibility of Transferees)
Article 4: All full-time employees of the Company and its domestic and foreign subsidiaries in which the Company directly or indirectly holds more than 50% of voting shares, who are employed as of the subscription record date or who have made special contributions to the Company as reported to and approved by the Board of Directors, shall be eligible to subscribe in accordance with the subscription amounts set forth in Article 5 of these Procedures.
(Number of Shares Eligible for Employee Subscription)
Article 5: The number of shares each employee is eligible to subscribe for shall be determined based on criteria including the employee's job grade, years of service, and special contributions to the Company, which shall establish the weighting for shares transferable to each employee. Consideration shall also be given to the total number of buyback shares held by the Company as of the subscription record date and the maximum number of shares subscribable by any single employee. After the subscription list is reported to and approved by the Board of Directors, employees shall be eligible to subscribe in accordance with the relevant provisions of these Procedures. Employees who fail to subscribe and make payment within the subscription payment period shall be deemed to have forfeited their rights, and any remaining unsubscribed shares shall be offered to other employees for subscription. For subscribers who hold managerial officer positions, the subscription list shall first be submitted to the Remuneration Committee for review before being presented to the Board of Directors for resolution. For subscribers who do not hold managerial officer positions, the list
shall first be submitted to the Audit Committee for review before being presented to the Board of Directors for resolution.
(Transfer Procedures)
Article 6: The procedures for transferring shares bought back under this program to employees are as follows:
I. In accordance with the Board resolution, the Company shall make public announcements, file reports, and buy back Company shares within the execution period.
II. The Board of Directors shall, in accordance with these Procedures, determine and announce the employee subscription record date, subscription entitlement criteria, subscription payment period, rights, and restrictions, among other operational matters.
III. The actual number of shares subscribed and paid for shall be tallied, and share transfer and registration shall be processed.
(Agreed Per-Share Transfer Price)
Article 7: Shares bought back under this program shall be transferred to employees at the actual average buyback price. However, if the number of outstanding shares of common stock increases prior to transfer, the price may be adjusted proportionally based on the ratio of newly issued shares. Alternatively, if shares are to be transferred to employees at a price lower than the actual average buyback price in accordance with the Company's Articles of Incorporation, a resolution must first be obtained at the most recent shareholders' meeting with the attendance of shareholders representing more than half of total issued shares and the approval of two-thirds or more of the voting rights of shareholders present. The matters specified in Article 10-1 of the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies" must be enumerated and explained in the reasons for convening that shareholders' meeting prior to execution.
(Rights and Obligations After Transfer)
Article 8: After shares bought back under this program are transferred to employees and the transfer registration is completed, the rights and obligations of such shares shall be identical to those of existing shares, except as otherwise provided.
(Other)
Article 9: These Procedures shall become effective upon approval by a resolution of the Board of Directors and may be amended by a resolution of the Board of Directors.
Article 10: These Procedures shall be reported to the shareholders' meeting; the same applies to any amendments.
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Attachments IV
Independent Auditors’ Report and 2025 Parent Company Only Financial Statements
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Taiwan Surface Mounting Technology Corp.
Opinion
We have audited the accompanying parent company only balance sheets of Taiwan Surface Mounting Technology Corp. (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 parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the 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 Accountants 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:
Existence of revenues of the newly top 10 significant customers
Description
Please refer to Note 4(25) for accounting policy on recognition of revenue and Note 6(18) for details of sales revenue.
Considering that the customers’ demand has changed, the Company adjusted its product type. There were changes in sales customers resulting from changes in market demand and introduction of new products. As the sales revenue from the newly top 10 significant customers are significant to parent company only financial statements, we consider the existence of sales revenue from the newly top 10 significant customers a key audit matter.
How our audit addressed the matter:
We performed the following audit procedures on the above key audit matter:
A. Obtained the evaluation data of the newly top 10 significant customers, completed an understanding of the Company’s transaction counterparties, and assessed new transaction counterparties based on the internal controls.
B. Obtained detailed listing of sales revenue, performed detailed tests for the newly top significant customers and verified relevant evidences including customer sales invoices, purchase orders and delivery documents.
C. Inspected contents and relevant evidences of the newly top 10 significant customers in relation to sales returns and discounts occurring subsequent to the reporting period and assessed the reasonableness of respective sales revenue recognised.
Valuation of allowance for inventory valuation losses
Description
For a description of the accounting policy on inventory valuation, please refer to Note 4(11); for accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5(2); and for information on the allowance for inventory valuation losses, please refer to Note 6(6).
As of December 31, 2025, the Company’s inventories and allowance for inventory valuation losses amounted to NT$951,179 thousand and NT$154,081 thousand, respectively. The Company is primarily engaged in designing, processing, manufacturing and trading of TFT-LCD panels, general electronic information products and PCB surface mount packaging. In addition, the Company also manufactured made-to-order products. Taking into consideration that those products have short life spans and are affected by the fluctuating market price of TFT-LCD panels, there is a higher risk of inventory losses due to market value decline or obsolescence. Inventories are stated at the lower of cost and net realisable value. The net realisable value which was used in the individual identification and valuation of allowance for inventory valuation losses, involved subjective judgment and uncertainty of estimation. As the Company’s inventory and allowance for inventory valuation losses are significant to financial statements, as well as being significant to the Company’s subsidiaries, which are recognised as investments accounted for using equity method, we identified inventory valuation loss as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Discussed with management to determine whether the provision policy and procedure of allowance for inventory valuation loss is consistently applied for the comparative periods in the financial statements.
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B. Understood the Company’s warehousing control procedures. Reviewed the annual physical inventory count plan and observed the annual inventory count in order to assess the effectiveness of the classification of obsolete inventory and internal control over obsolete inventory.
C. Verified whether the inventory aging report that were used to assess obsolete and slow-moving inventories was correct, including changes in inventories being classified according to inventory aging.
D. Checked the appropriateness of the estimation basis adopted by the Company for the evaluation of net realisable value, verified accuracy of inventory selling and purchase prices and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
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.
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Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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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 report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Kuan-Hung
Wang, Fang-Yu
For and on behalf of PricewaterhouseCoopers, Taiwan
March 10, 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 auditing standards generally accepted in the Republic of China, and their applications in practice.
As the 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.
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TAIWAN SURFACE MOUNTING TECHNOLOGY CORP.
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) | $ 2,818,023 | 7 | $ 4,245,071 | 10 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | - | - | 3,254 | - |
| 1136 | Financial assets at amortised cost - current | 6(4) | 1,100,050 | 3 | 983,700 | 3 |
| 1170 | Accounts receivable, net | 6(5) | 3,451,543 | 9 | 4,113,967 | 10 |
| 1180 | Accounts receivable - related parties, net | 7 | 40,331 | - | 33,075 | - |
| 1200 | Other receivables | 18,857 | - | 29,185 | - | |
| 1210 | Other receivables - related parties | 7 | 1,349,138 | 3 | 1,075,348 | 3 |
| 1220 | Current income tax assets | - | - | 1,910 | - | |
| 130X | Inventories | 6(6) | 797,098 | 2 | 883,105 | 2 |
| 1410 | Prepayments | 24,163 | - | 72,568 | - | |
| 11XX | Total current assets | 9,599,203 | 24 | 11,441,183 | 28 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 69,073 | - | 118,526 | - |
| 1550 | Investments accounted for using equity method | 6(7) | 28,772,470 | 71 | 28,183,662 | 68 |
| 1600 | Property, plant and equipment | 6(8) | 1,552,097 | 4 | 1,448,143 | 3 |
| 1755 | Right-of-use assets | 6(9) | 41,007 | - | 62,637 | - |
| 1840 | Deferred income tax assets | 6(25) | 98,993 | - | 74,994 | - |
| 1920 | Guarantee deposits paid | 3,050 | - | 3,050 | - | |
| 1990 | Other non-current assets, others | 181,798 | 1 | 251,694 | 1 | |
| 15XX | Total non-current assets | 30,718,488 | 76 | 30,142,706 | 72 | |
| 1XXX | Total assets | $ 40,317,691 | 100 | $ 41,583,889 | 100 |
(Continued)
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP.
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 | ||||||
| 2100 | Short-term borrowings | 6(11) | $ 2,492,402 | 6 | $ 2,907,888 | 7 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 3,520 | - | - | - |
| 2130 | Contract liabilities - current | 6(18) | 110,600 | - | 211,194 | - |
| 2150 | Notes payable | - | - | 4,914 | - | |
| 2170 | Accounts payable | 2,103,361 | 5 | 2,768,375 | 7 | |
| 2180 | Accounts payable - related parties | 7 | 5,033,176 | 13 | 5,226,592 | 13 |
| 2200 | Other payables | 1,199,012 | 3 | 1,139,623 | 3 | |
| 2220 | Other payables - related parties | 7 | 5,716 | - | 262 | - |
| 2230 | Current income tax liabilities | 6(25) | 272,726 | 1 | 310,388 | 1 |
| 2280 | Lease liabilities - current | 17,863 | - | 21,160 | - | |
| 2320 | Long-term liabilities, current portion | 6(13) | 750,000 | 2 | 218,750 | - |
| 2399 | Other current liabilities, others | 6(12) | 3,330,757 | 8 | 3,250,500 | 8 |
| 21XX | Total current liabilities | 15,319,133 | 38 | 16,059,646 | 39 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6(13) | 1,000,000 | 3 | 1,750,000 | 4 |
| 2570 | Deferred income tax liabilities | 6(25) | 822,008 | 2 | 972,759 | 3 |
| 2580 | Lease liabilities - non-current | 24,279 | - | 42,142 | - | |
| 2640 | Net defined benefit liability, non-current | 6(14) | 55,318 | - | 59,585 | - |
| 2645 | Guarantee deposits received | 30 | - | 30 | - | |
| 2650 | Credit balance of investments accounted for using equity method | 6(7) | 124,652 | - | 114,173 | - |
| 25XX | Total non-current liabilities | 2,026,287 | 5 | 2,938,689 | 7 | |
| 2XXX | Total liabilities | 17,345,420 | 43 | 18,998,335 | 46 | |
| Equity | ||||||
| Share capital | 6(15) | |||||
| 3110 | Common stock | 2,923,984 | 7 | 2,923,984 | 7 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 2,505,974 | 6 | 2,505,943 | 6 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 3,117,868 | 8 | 2,827,534 | 7 | |
| 3320 | Special reserve | 300,000 | 1 | 709,669 | 2 | |
| 3350 | Unappropriated retained earnings | 13,957,031 | 35 | 12,702,029 | 30 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | 167,414 | - | 916,395 | 2 | |
| 3XXX | Total equity | 22,972,271 | 57 | 22,585,554 | 54 | |
| Significant contingent liabilities and unrecorded contract commitments | 9 | |||||
| Significant events after the balance sheet 11 date | ||||||
| 3X2X | Total liabilities and equity | $ 40,317,691 | 100 | $ 41,583,889 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(18) and 7 | $ 14,636,523 | 100 | $ 11,643,526 | 100 |
| 5000 | Operating costs | 6(6)(23)(24) and 7 | ( 13,441,652) | ( 92) | ( 10,166,415) | ( 87) |
| 5900 | Net operating margin | 1,194,871 | 8 | 1,477,111 | 13 | |
| Operating expenses | 6(23)(24) | |||||
| 6100 | Selling expenses | ( 47,169) | - | ( 39,542) | - | |
| 6200 | General and administrative expenses | ( 494,959) | ( 3) | ( 583,499) | ( 5) | |
| 6300 | Research and development expenses | ( 102,850) | ( 1) | ( 88,750) | ( 1) | |
| 6000 | Total operating expenses | ( 644,978) | ( 4) | ( 711,791) | ( 6) | |
| 6900 | Operating profit | 549,893 | 4 | 765,320 | 7 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(19) and 7 | 150,207 | 1 | 242,005 | 2 |
| 7010 | Other income | 6(20) and 7 | 241,543 | 2 | 200,202 | 2 |
| 7020 | Other gains and losses | 6(21) | ( 76,878) | ( 1) | 189,120 | 2 |
| 7050 | Finance costs | 6(22) | ( 85,644) | ( 1) | 99,774 | ( 1) |
| 7070 | Share of profit of subsidiaries, associates and joint ventures | 6(7) | ||||
| accounted for using equity method | 2,148,007 | 15 | 1,807,073 | 15 | ||
| 7000 | Total non-operating income and expenses | 2,377,235 | 16 | 2,338,626 | 20 | |
| 7900 | Profit before income tax | 2,927,128 | 20 | 3,103,946 | 27 | |
| 7950 | Income tax expense | 6(25) | ( 181,050) | ( 1) | ( 197,479) | ( 2) |
| 8000 | Profit for the year from continuing operations | 2,746,078 | 19 | 2,906,467 | 25 | |
| 8200 | Profit for the year | $ 2,746,078 | 19 | $ 2,906,467 | 25 | |
| Other comprehensive (loss) income | ||||||
| Components of other comprehensive (loss) income that will not be reclassified to profit or loss | ||||||
| 8311 | Losses on remeasurements of defined | 6(14) | ($ 2,220) | - | ($ 4,761) | - |
| 8316 | Unrealised (losses) gains from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ||||
| Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss | 6(7) | ( 49,453) | - | 8,946 | - | |
| 8330 | Components of other comprehensive (loss) income that will not be reclassified to profit or loss | - | - | 1,634 | - | |
| Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 51,673) | - | 5,819 | - | ||
| Components of other comprehensive (loss) income that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 6(7) | ( 699,528) | ( 5) | 1,317,119 | 11 |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 699,528) | ( 5) | 1,317,119 | 11 | |
| 8300 | Other comprehensive (loss) income for the year | ($ 751,201) | ( 5) | $ 1,322,938 | 11 | |
| 8500 | Total comprehensive income for the year | $ 1,994,877 | 14 | $ 4,229,405 | 36 | |
| Basic earnings per share | 6(26) | |||||
| 9750 | Total basic earnings per share | $ 9.39 | $ 9.94 | |||
| Diluted earnings per share | 6(26) | |||||
| 9850 | Total diluted earnings per share | $ 9.32 | $ 9.87 |
The accompanying notes are an integral part of these parent company only financial statements.
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - common stock | Capital surplus | Retained earnings | Other equity interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| 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 | |||||
| Year 2024 | |||||||||
| Balance at January 1, 2024 | $ 2,923,984 | $ 2,505,920 | $ 2,576,021 | $ 443,085 | $ 11,778,778 | ($ 217,732) | ($ 191,938) | $ 19,818,118 | |
| Profit for the year | - | - | - | - | 2,906,467 | - | - | 2,906,467 | |
| Other comprehensive income (loss) for the year | - | - | - | - | ( 4,761 ) | 1,317,119 | 10,580 | 1,322,938 | |
| Total comprehensive income | - | - | - | - | 2,901,706 | 1,317,119 | 10,580 | 4,229,405 | |
| Unclaimed dividends past due | 6(16) | - | 23 | - | - | - | - | - | 23 |
| Appropriation and distribution of 2023 retained earnings: | 6(17) | ||||||||
| Legal reserve appropriated | - | - | 251,513 | - | ( 251,513 ) | - | - | - | |
| Special reserve appropriated | - | - | - | 266,584 | ( 266,584 ) | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | ( 1,461,992 ) | - | - | ( 1,461,992 ) | |
| Disposal of investments in equity instruments6(7) designated at fair value through other comprehensive income | - | - | - | - | 1,634 | - | ( 1,634 ) | - | |
| Balance at December 31, 2024 | $ 2,923,984 | $ 2,505,943 | $ 2,827,534 | $ 709,669 | $ 12,702,029 | $ 1,099,387 | ($ 182,992) | $ 22,585,554 | |
| Year 2025 | |||||||||
| Balance at January 1, 2025 | $ 2,923,984 | $ 2,505,943 | $ 2,827,534 | $ 709,669 | $ 12,702,029 | $ 1,099,387 | ($ 182,992) | $ 22,585,554 | |
| Profit for the year | - | - | - | - | 2,746,078 | - | - | 2,746,078 | |
| Other comprehensive loss for the year | - | - | - | - | ( 2,220 ) | ( 699,528 ) | ( 49,453 ) | ( 751,201 ) | |
| Total comprehensive income (loss) | - | - | - | - | 2,743,858 | ( 699,528 ) | ( 49,453 ) | 1,994,877 | |
| Unclaimed dividends past due | 6(16) | - | 31 | - | - | - | - | - | 31 |
| Appropriation and distribution of 2024 retained earnings: | 6(17) | ||||||||
| Legal reserve appropriated | - | - | 290,334 | - | ( 290,334 ) | - | - | - | |
| Special reserve reversal | - | - | - | ( 409,669 ) | 409,669 | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | ( 1,608,191 ) | - | - | ( 1,608,191 ) | |
| Balance at December 31, 2025 | $ 2,923,984 | $ 2,505,974 | $ 3,117,868 | $ 300,000 | $ 13,957,031 | $ 399,859 | ($ 232,445) | $ 22,972,271 |
The accompanying notes are an integral part of these parent company only financial statements.
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 2,927,128 | $ 3,103,946 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation expense (including right-of-use assets) | 6(8)(9)(23) | 238,489 | 213,167 |
| Loss (gain) on financial assets or liabilities at fair value through profit or loss | 3,520 | ( 3,254 ) | |
| Interest expense | 6(22) | 85,644 | 99,774 |
| Interest income | 6(19) | ( 150,207 ) | ( 242,005 ) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | 6(7) | ( 2,148,007 ) | ( 1,807,073 ) |
| Gain on disposal of property, plant and equipment | 6(21) | ( 190 ) | - |
| Impairment loss on non-financial assets | 6(11)(21) | 27,760 | - |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable, net | - | 201 | |
| Accounts receivable, net | 662,424 | ( 1,234,214 ) | |
| Accounts receivable - related parties, net | ( 7,256 ) | 17,667 | |
| Other receivables | 13,956 | 7,597 | |
| Other receivables - related parties | 134,800 | 1,634,967 | |
| Inventories | 86,007 | ( 76,944 ) | |
| Prepayments | 48,405 | ( 22,834 ) | |
| Changes in operating liabilities | |||
| Contract liabilities - current | ( 100,594 ) | 96,684 | |
| Notes payable | ( 4,914 ) | ( 1,757 ) | |
| Accounts payable | ( 665,014 ) | 92,850 | |
| Accounts payable - related parties | ( 193,416 ) | ( 1,670,909 ) | |
| Other payables | 54,434 | 30,454 | |
| Other payables - related parties | 5,454 | 256 | |
| Other current liabilities, others | 80,257 | 734 | |
| Net defined benefit liabilities - non-current | ( 6,487 ) | ( 11,887 ) | |
| Cash inflow generated from operations | 1,092,193 | 227,420 | |
| Interest received | 146,579 | 256,914 | |
| Dividends received | 6(7) | 870,150 | 1,046,157 |
| Interest paid | ( 84,561 ) | ( 99,989 ) | |
| Income taxes paid | ( 391,552 ) | ( 381,556 ) | |
| Net cash flows from operating activities | 1,632,809 | 1,048,946 |
(Continued)
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | ||||
|---|---|---|---|---|
| Notes | 2025 | 2024 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Proceeds from disposal of financial assets/liabilities at fair value through profit or loss | $ 3,254 | ($ 5,129) | ||
| Acquisition of financial assets at amortised cost | ( 3,934,450 ) | ( 5,065,260 ) | ||
| Proceeds from repayments of financial asset at amortised cost | 3,818,100 | 7,306,110 | ||
| Increase in other receivables - related parties | 7 | ( 408,590 ) | - | |
| Acquisition of investments accounted for using equity method | 6(7) | - | ( 31,788 ) | |
| Proceeds from disposal of investments accounted for using equity method | 6(7) | - | 488,250 | |
| Acquisition of property, plant and equipment | 6(27) | ( 163,765 ) | ( 43,654 ) | |
| Proceeds from disposal of property, plant and equipment | 6(8) | 21,956 | 39,955 | |
| Increase in guarantee deposits paid | - | ( 1,420 ) | ||
| Increase in other non-current assets | ( 132,806 ) | ( 113,785 ) | ||
| Net cash flows (used in) from investing activities | ( 796,301 ) | 2,573,279 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Increase in short-term loans | 6(28) | 8,696,357 | 12,077,888 | |
| Decrease in short-term loans | 6(28) | ( 9,111,843 ) | ( 13,540,000 ) | |
| Proceeds from long-term debt | 6(28) | - | 2,250,000 | |
| Repayments of long-term debt | 6(28) | ( 218,750 ) | ( 2,031,250 ) | |
| Repayments of lease liabilities | 6(28) | ( 21,160 ) | ( 15,585 ) | |
| Cash dividends paid | 6(17) | ( 1,608,191 ) | ( 1,461,992 ) | |
| Unclaimed dividends past due | 6(16) | 31 | 23 | |
| Net cash flows used in financing activities | ( 2,263,556 ) | ( 2,720,916 ) | ||
| Net (decrease) increase in cash and cash equivalents | ( 1,427,048 ) | 901,309 | ||
| Cash and cash equivalents at beginning of year | 6(1) | 4,245,071 | 3,343,762 | |
| Cash and cash equivalents at end of year | 6(1) | $ 2,818,023 | $ 4,245,071 |
The accompanying notes are an integral part of these parent company only financial statements.
-24-
Attachments V
Independent Auditors’ Report and 2025 Consolidated Financial Statement
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Taiwan Surface Mounting Technology Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Taiwan Surface Mounting Technology Corp. 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 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 Accountants 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.
-25-
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:
Existence of revenues of the newly top 10 significant customers
Description
Please refer to Note 4(26) for accounting policy on recognition of revenue and Note 6(18) for details of sales revenue.
Considering that the customers’ demand has changed, the Group adjusted its product type. There were changes in sales customers resulting from changes in market demand and introduction of new products. As the sales revenue from the newly top 10 significant customers are significant to the consolidated financial statements, we consider the existence of sales revenue from the newly top 10 significant customers a key audit matter.
How our audit addressed the matter:
We performed the following audit procedures on the above key audit matter:
A. Obtained the evaluation data of the newly top 10 significant customers, completed an understanding of the Group’s transaction counterparties, and assessed new transaction counterparties based on the internal controls.
B. Obtained detailed listing of sales revenue, performed detailed tests for the newly top 10 significant customers and verified relevant evidences including customer sales invoices, purchase orders and delivery documents.
C. Inspected contents and relevant evidences of the newly top 10 significant customers in relation to sales returns and discounts occurring subsequent to the reporting period and assessed the reasonableness of respective sales revenue recognised.
Valuation of allowance for inventory valuation losses
Description
For a description of the accounting policy on inventory valuation, please refer to Note 4(13); for accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5(2); and for information on the allowance for inventory valuation losses, please refer to Note 6(7).
As of December 31, 2025, the Group’s inventories and allowance for inventory valuation losses amounted to NT$4,021,106 thousand and NT$418,907 thousand, respectively. The Group is primarily engaged in designing, processing, manufacturing, and trading of TFT-LCD panels, general electronic information products and PCB surface mount packaging. In addition, the Group also manufactured made-to-order products. Taking into consideration that those products have short life spans and are affected by the fluctuating market price of TFT-LCD panels, there is a higher risk of inventory losses due to market value decline or obsolescence. Inventories are stated at the lower of cost and net realisable value. The net realisable value which was used in the individual identification and valuation of allowance for inventory valuation losses, involved subjective judgment and uncertainty of estimation. The Group’s inventory and allowance for inventory valuation losses are significant to the consolidated financial statements. Thus, we identified the valuation of allowance for inventory valuation loss as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
A. Discussed with management to determine whether the provision policy and procedure of allowance for inventory valuation loss is consistently applied for the comparative periods in the financial statements.
-26-
B. Understood the Group’s warehousing control procedures. Reviewed the annual physical inventory count plan and observed the annual inventory count in order to assess the effectiveness of the classification of obsolete inventory and internal control over obsolete inventory.
C. Verified whether the inventory aging report that were used to assess obsolete and slow-moving inventories was correct, including changes in inventories being classified according to inventory aging.
D. Checked the appropriateness of the estimation basis adopted by the Group for the evaluation of net realisable value, verified accuracy of inventory selling and purchase prices and recalculated and evaluated the reasonableness of allowance for inventory valuation losses.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Taiwan Surface Mounting Technology Corp. 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.
-27-
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-28-
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We 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.
-29-
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 report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Kuan-Hung
Wang, Fang-Yu
For and on behalf of PricewaterhouseCoopers, Taiwan
March 10, 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 auditing standards generally accepted in the Republic of China, and their applications in practice.
As the 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.
-30-
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP. 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) | $ 10,601,890 | 21 | $ 9,297,301 | 18 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 3,268,740 | 6 | 4,409,678 | 9 |
| 1136 | Financial assets at amortised cost - current | 6(4) | 2,931,927 | 6 | 3,519,379 | 7 |
| 1150 | Notes receivable, net | 6(5) | 57,260 | - | 79,351 | - |
| 1170 | Accounts receivable, net | 6(5) | 15,671,167 | 30 | 15,846,221 | 30 |
| 1200 | Other receivables | 76,049 | - | 93,533 | - | |
| 1220 | Current income tax assets | 6,888 | - | 2,512 | - | |
| 130X | Inventories | 6(7) | 3,602,199 | 7 | 4,065,190 | 8 |
| 1410 | Prepayments | 525,544 | 1 | 638,253 | 1 | |
| 1479 | Other current assets, others | 313 | - | 84 | - | |
| 11XX | Total current assets | 36,741,977 | 71 | 37,951,502 | 73 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 69,073 | - | 118,526 | - |
| 1600 | Property, plant and equipment | 6(8) | 12,792,716 | 25 | 11,926,367 | 23 |
| 1755 | Right-of-use assets | 6(9) | 945,079 | 2 | 899,163 | 2 |
| 1840 | Deferred income tax assets | 6(25) | 188,262 | - | 171,057 | - |
| 1915 | Prepayments for business facilities | 404,495 | 1 | 687,717 | 1 | |
| 1990 | Other non-current assets, others | 511,857 | 1 | 441,963 | 1 | |
| 15XX | Total non-current assets | 14,911,482 | 29 | 14,244,793 | 27 | |
| 1XXX | Total assets | $ 51,653,459 | 100 | $ 52,196,295 | 100 |
(Continued)
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP. 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 | ||||||
| 2100 | Short-term borrowings | 6(11) | $ 3,572,767 | 7 | $ 4,503,856 | 9 |
| 2120 | Financial liabilities at fair value through profit or loss - current | 6(2) | 3,520 | - | 418 | - |
| 2130 | Contract liabilities - current | 6(18) | 165,893 | - | 226,568 | - |
| 2150 | Notes payable | 56 | - | 4,969 | - | |
| 2170 | Accounts payable | 14,249,513 | 27 | 15,097,280 | 29 | |
| 2200 | Other payables | 6(12) | 2,983,642 | 6 | 2,759,817 | 5 |
| 2230 | Current income tax liabilities | 1,006,948 | 2 | 834,743 | 2 | |
| 2280 | Lease liabilities - current | 24,119 | - | 31,544 | - | |
| 2320 | Long-term liabilities, current portion | 6(13) | 1,064,149 | 2 | 218,750 | - |
| 2399 | Other current liabilities, others | 1,023,919 | 2 | 995,159 | 2 | |
| 21XX | Total current liabilities | 24,094,526 | 46 | 24,673,104 | 47 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6(13) | 2,351,641 | 5 | 2,569,750 | 5 |
| 2570 | Deferred income tax liabilities | 6(25) | 2,092,160 | 4 | 2,196,453 | 5 |
| 2580 | Lease liabilities - non-current | 32,424 | - | 59,400 | - | |
| 2600 | Other non-current liabilities | 87,035 | - | 87,883 | - | |
| 25XX | Total non-current liabilities | 4,563,260 | 9 | 4,913,486 | 10 | |
| 2XXX | Total liabilities | 28,657,786 | 55 | 29,586,590 | 57 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(15) | |||||
| 3110 | Common stock | 2,923,984 | 6 | 2,923,984 | 6 | |
| Capital surplus | 6(16) | |||||
| 3200 | Capital surplus | 2,505,974 | 5 | 2,505,943 | 5 | |
| Retained earnings | 6(17) | |||||
| 3310 | Legal reserve | 3,117,868 | 6 | 2,827,534 | 5 | |
| 3320 | Special reserve | 300,000 | 1 | 709,669 | 1 | |
| 3350 | Unappropriated retained earnings | 13,957,031 | 27 | 12,702,029 | 24 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | 167,414 | - | 916,395 | 2 | |
| 31XX | Total equity attributable to owners of the parent | 22,972,271 | 45 | 22,585,554 | 43 | |
| 36XX | Non-controlling interest | 23,402 | - | 24,151 | - | |
| 3XXX | Total equity | 22,995,673 | 45 | 22,609,705 | 43 | |
| Significant contingent liabilities and unrecorded contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 51,653,459 | 100 | $ 52,196,295 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2023 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(18) | $ 49,877,415 | 100 | $ 45,287,887 | 100 |
| 5000 | Operating costs | 6(7)(23)(24) | ( 43,491,424) | ( 87) | ( 39,236,290) | ( 86) |
| 5900 | Net operating margin | 6,385,991 | 13 | 6,051,597 | 14 | |
| Operating expenses | 6(23)(24) | |||||
| 6100 | Selling expenses | ( 309,490) | ( 1) | ( 349,314) | ( 1) | |
| 6200 | General and administrative expenses | ( 1,740,755) | ( 3) | ( 1,884,632) | ( 4) | |
| 6300 | Research and development expenses | ( 772,066) | ( 2) | ( 769,633) | ( 2) | |
| 6450 | Impairment loss determined in accordance with IFRS 9 | 12(2) | ||||
| 6000 | Total operating expenses | ( 2,881,360) | ( 6) | ( 3,042,194) | ( 7) | |
| 6900 | Operating profit | 3,504,631 | 7 | 3,009,403 | 7 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(19) | 306,893 | - | 458,362 | 1 |
| 7010 | Other income | 6(20) | 313,067 | 1 | 363,045 | 1 |
| 7020 | Other gains and losses | 6(21) | ( 425,485) | ( 1) | ( 39,776) | - |
| 7050 | Finance costs | 6(22) | ( 187,574) | - | ( 176,843) | ( 1) |
| 7000 | Total non-operating income and expenses | 6,901 | - | 604,788 | 1 | |
| 7900 | Profit before income tax | 3,511,532 | 7 | 3,614,191 | 8 | |
| 7950 | Income tax expense | 6(25) | ( 763,044) | ( 1) | ( 701,845) | ( 2) |
| 8000 | Profit for the year from continuing operations | 2,748,488 | 6 | 2,912,346 | 6 | |
| Components of other comprehensive (loss) income that will not be reclassified to profit or loss | ||||||
| 8311 | Losses on remeasurements of defined benefit plan | 6(14) | ||||
| 8316 | Unrealised (losses) gains from investments in equity instruments measured at fair value through other comprehensive income | 6(3) | ( 2,220) | - | ( 4,761) | - |
| 8310 | Components of other comprehensive (loss) income that will not be reclassified to profit or loss | ( 49,453) | - | 10,580 | - | |
| Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 51,673) | - | 5,819 | - | ||
| 8361 | Financial statements translation differences of foreign operations | ( 699,529) | ( 2) | 1,315,140 | 3 | |
| 8360 | Components of other comprehensive (loss) income that will be reclassified to profit or loss | ( 699,529) | ( 2) | 1,315,140 | 3 | |
| 8300 | Other comprehensive (loss) income for the year | ( $ 751,202) | ( 2) | $ 1,320,959 | 3 | |
| 8500 | Total comprehensive income for the year | $ 1,997,286 | 4 | $ 4,233,305 | 9 | |
| Profit, attributable to: | ||||||
| 8610 | Owners of the parent | $ 2,746,078 | 6 | $ 2,906,467 | 6 | |
| 8620 | Non-controlling interest | 2,410 | - | 5,879 | - | |
| $ 2,748,488 | 6 | $ 2,912,346 | 6 | |||
| Comprehensive income attributable to: | ||||||
| 8710 | Owners of the parent | $ 1,994,877 | 4 | $ 4,229,405 | 9 | |
| 8720 | Non-controlling interest | 2,409 | - | 3,900 | - | |
| $ 1,997,286 | 4 | $ 4,233,305 | 9 | |||
| Basic earnings per share | 6(26) | |||||
| 9750 | Total basic earnings per share | $ | 9.39 | $ | 9.94 | |
| Diluted earnings per share | 6(26) | |||||
| 9850 | Total diluted earnings per share | $ | 9.32 | $ | 9.87 |
The accompanying notes are an integral part of these consolidated financial statements.
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - common stock | Capital surplus | Retained earnings | Other equity interest | Total | Non-controlling interest | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | |||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings | |||||||||
| Year 2024 | |||||||||||
| Balance at January 1, 2024 | $ 2,923,984 | $ 2,505,920 | $ 2,576,021 | $ 443,085 | $ 11,778,778 | ($ 217,732) | ($ 191,938) | $ 19,818,118 | $ 20,251 | $ 19,838,369 | |
| Profit for the year | - | - | - | - | 2,906,467 | - | - | 2,906,467 | 5,879 | 2,912,346 | |
| Other comprehensive income (loss) for the year | - | - | - | - | ( 4,761 ) | 1,317,119 | 10,580 | 1,322,938 | ( 1,979 ) | 1,320,959 | |
| Total comprehensive income | - | - | - | - | 2,901,706 | 1,317,119 | 10,580 | 4,229,405 | 3,900 | 4,233,305 | |
| Unclaimed dividends past due | 6(16) | - | 23 | - | - | - | - | - | 23 | - | 23 |
| Appropriation and distribution of 2023 retained earnings: | 6(17) | ||||||||||
| Legal reserve appropriated | - | - | 251,513 | - | ( 251,513 ) | - | - | - | - | - | |
| Special reserve appropriated | - | - | - | 266,584 | ( 266,584 ) | - | - | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | ( 1,461,992 ) | - | - | ( 1,461,992 ) | - | ( 1,461,992 ) | |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income | 6(3) | 1,634 | - | ( 1,634 ) | - | - | - | ||||
| Balance at December 31, 2024 | $ 2,923,984 | $ 2,505,943 | $ 2,827,534 | $ 709,669 | $ 12,702,029 | $ 1,099,387 | ($ 182,992 ) | $ 22,585,554 | $ 24,151 | $ 22,609,705 | |
| Year 2025 | |||||||||||
| Balance at January 1, 2025 | $ 2,923,984 | $ 2,505,943 | $ 2,827,534 | $ 709,669 | $ 12,702,029 | $ 1,099,387 | ($ 182,992 ) | $ 22,585,554 | $ 24,151 | $ 22,609,705 | |
| Profit for the year | - | - | - | - | 2,746,078 | - | - | 2,746,078 | 2,410 | 2,748,488 | |
| Other comprehensive loss for the year | - | - | - | - | ( 2,220 ) | ( 699,528 ) | ( 49,453 ) | ( 751,201 ) | ( 1 ) | ( 751,202 ) | |
| Total comprehensive income (loss) | - | - | - | - | 2,743,858 | ( 699,528 ) | ( 49,453 ) | 1,994,877 | 2,409 | 1,997,286 | |
| Unclaimed dividends past due | 6(16) | - | 31 | - | - | - | - | - | 31 | - | 31 |
| Appropriation and distribution of 2024 retained earnings: | 6(17) | ||||||||||
| Legal reserve appropriated | - | - | 290,334 | - | ( 290,334 ) | - | - | - | - | - | |
| Special reserve reversal | - | - | - | ( 409,669 ) | 409,669 | - | - | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | ( 1,608,191 ) | - | - | ( 1,608,191 ) | - | ( 1,608,191 ) | |
| Changes in non-controlling interest | - | - | - | - | - | - | - | - | ( 3,158 ) | ( 3,158 ) | |
| Balance at December 31, 2025 | $ 2,923,984 | $ 2,505,974 | $ 3,117,868 | $ 300,000 | $ 13,957,031 | $ 399,859 | ($ 232,445 ) | $ 22,972,271 | $ 23,402 | $ 22,995,673 |
The accompanying notes are an integral part of these consolidated financial statements.
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 3,511,532 | $ 3,614,191 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation expense (including right-of-use assets) | 6(8)(9)(23) | ||
| 1,855,333 | 1,711,323 | ||
| Expected credit loss | 6(23) and 12(2) | 59,049 | 38,615 |
| Loss (gain) on financial assets or liabilities at fair value through profit or loss | 6(2) | ||
| 3,520 | ( 2,836 ) | ||
| Interest expense | 6(22) | 187,574 | 176,843 |
| Interest income | 6(19) | ( 306,893 ) | ( 458,362 ) |
| Loss on disposals of property, plant and equipment | 6(21) | ||
| 74,233 | 122,623 | ||
| Impairment loss (gain on reversal of loss) on non-financial assets | 6(8)(10)(21) | ||
| 107,230 | ( 1,014 ) | ||
| Gain on disposals of right-of-use assets | 6(9)(21) | - | ( 1,752 ) |
| Loss (profit) from lease modification | 6(9)(21) | 516 | ( 329 ) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable, net | 22,091 | ( 77,298 ) | |
| Accounts receivable, net | 135,783 | ( 1,194,391 ) | |
| Other receivables | 12,183 | 25,881 | |
| Inventories | 377,104 | ( 1,258,090 ) | |
| Prepayments | 112,709 | ( 245,386 ) | |
| Other current assets,others | ( 229 ) | 148 | |
| Changes in operating liabilities | |||
| Contract liabilities - current | ( 60,675 ) | 80,965 | |
| Notes payable | ( 4,913 ) | ( 1,702 ) | |
| Accounts payable | ( 847,767 ) | 1,095,317 | |
| Other payables | 71,566 | 162,338 | |
| Other current liabilities, others | 28,760 | 53,865 | |
| Cash inflow generated from operations | 5,338,706 | 3,840,949 | |
| Interest received | 312,194 | 481,161 | |
| Interest paid | ( 185,439 ) | ( 172,055 ) | |
| Income taxes paid | ( 654,627 ) | ( 1,098,110 ) | |
| Net cash flows from operating activities | 4,810,834 | 3,051,945 |
(Continued)
TAIWAN SURFACE MOUNTING TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Proceeds from disposal of financial assets /liabilities at fair value through profit or loss | $ 1,140,520 | $ 426,617 | |
| Proceeds from disposal of financial assets at fair value through other comprehensive income | 6(3) | - | 8,276 |
| Acquisition of financial assets at amortised cost | ( 8,820,048 ) | ( 11,134,472 ) | |
| Proceeds from repayments of financial assets at amortised cost | 9,262,470 | 13,563,154 | |
| Acquisition of property, plant and equipment | 6(27) | ( 2,617,179 ) | ( 1,670,459 ) |
| Proceeds from disposal of property, plant and equipment | 6(8) | 31,602 | 36,270 |
| Acquisition of right-of-use assets | ( 139,940 ) | ( 124,410 ) | |
| Proceeds from disposal of right-of-use assets | 6(9) | - | 53,824 |
| Increase in prepayments for business facilities (Increase) decrease in other non-current assets | ( 468,729 ) | ( 548,296 ) | |
| Decrease (increase) in refundable deposits | ( 63,573 ) | 77,541 | |
| Net cash flows (used in) from investing activities | 4,231 | ( 7,212 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term loans | 6(28) | 11,404,505 | 15,573,450 |
| Decrease in short-term loans | 6(28) | ( 12,291,633 ) | ( 16,437,858 ) |
| Proceeds from long-term debt | 6(28) | 873,040 | 2,571,123 |
| Repayments of long-term debt | 6(28) | ( 218,750 ) | ( 2,031,250 ) |
| Decrease in other non-current liabilities | 6(28) | ( 6,487 ) | ( 11,887 ) |
| Unclaimed dividends past due | 6(16) | 31 | 23 |
| Repayments of lease liabilities | 6(28) | ( 33,238 ) | ( 25,674 ) |
| Increase in guarantee deposits received | 6(28) | 3,419 | 10,060 |
| Cash dividends paid | 6(17) | ( 1,608,191 ) | ( 1,461,992 ) |
| Subsidiary's cash dividends paid to non-controlling interest | ( 3,144 ) | - | |
| Net cash flows used in financing activities | ( 1,880,448 ) | ( 1,814,005 ) | |
| Effect of exchange rate changes on cash and cash equivalents | 44,849 | 598,607 | |
| Net increase in cash and cash equivalents | 1,304,589 | 2,517,380 | |
| Cash and cash equivalents at beginning of year | 6(1) | 9,297,301 | 6,779,921 |
| Cash and cash equivalents at end of year | 6(1) | $ 10,601,890 | $ 9,297,301 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachments VI
Taiwan Surface Mounting Technology Corp.
2025 Earnings Distribution
Unit: NT$
| Item | Sub-total | Total |
|---|---|---|
| Retained earnings available for distribution at the beginning of 2025 | $11,213,172,921 | |
| Less: 2025 actuarial losses of defined benefit plans | (2,220,356) | |
| Retained earnings available for distribution after adjustment | 11,210,952,565 | |
| Add: Net income after tax of 2025 | 2,746,077,956 | |
| Less: 10% legal capital reserve | (274,385,760) | |
| Less: Amount appropriated as special reserve | (748,981,606) | 1,722,710,590 |
| Accumulated distributable earnings | $12,933,663,155 | |
| Allocation items: | ||
| Cash dividends of common stock (NT$5.5 per share) | (1,608,190,942) | (1,608,190,942) |
| Undistributed earnings at the end of the period | $11,325,472,213 |
Note 1: For this case, the yield had been calculated in accordance with the current outstanding shares of 292,398,353 shares.
Note 2: If the number of outstanding shares has changed and caused an impact on the dividend yield, it is proposed that the Chairman of the Board should be authorized to adjust the yield base on the actual number of outstanding shares on the record date.
Note 3: The calculation was rounded down to the closest dollar and the sum of changes was included in other revenue of the Company.
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Appendix I
Taiwan Surface Mounting Technology Corp.
Rules and Procedures of Shareholders' Meetings
(Amendment passed by the annual shareholders' meeting on July 29, 2021)
I. Unless otherwise specified by law or the Articles of Incorporation, the Company shall proceed its shareholders' meetings according to the terms of the Rules.
II. The shareholders' meeting shall furnish the attending shareholders with an attendance log to sign, or attending shareholders may hand in a sign-in cards in lieu of signing in. The number of shares represented during the meeting is calculated based on the total amount registered in the attendance log or the sign-in cards collected, where voting rights are exercised in writing or through electronic means, those numbers shall be added.
III. Votes and attendance in a shareholders' meeting are determined by the number of shares represented during the meeting.
IV. The location of shareholders' meetings shall be the Company’s current location or such other place that is convenient for shareholders to attend. The meetings shall not commence earlier than 9 a.m. or later than 3 p.m.
V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the Managing Directors to act as the chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as the chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one person to serve as the chair.
For shareholders' meetings convened by any authorized party other than the Board of Directors, the convener will act as the meeting chair.
VI. The Company’s lawyers, certified public accountants, and any relevant personnel may be present at the shareholders' meeting.
Organizers of the shareholders' meeting must wear proper identification or arm badges.
VII. Entire proceedings of shareholders' meeting shall be recorded on audio or video tape and preserved for at least 1 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.
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VIII. The chair shall call the meeting to order at the appointed meeting time while announcing relevant information such as the number of non-voting rights and the number of shares present. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of current outstanding shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of current outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
IX. If the shareholders' meeting is convened by the Board of Directors, the Board of Directors shall determine the meeting proceedings. The proceedings shall not be changed unless resolved during 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.
After a meeting adjourned, shareholders may not elect another chair to continue the proceeding of the meeting at the same or a new place, provided that, if the chair declares the adjournment of the meeting in a manner in violation of the rules of procedure, a new chair may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceeding of the meeting.
X. Shareholders who wish to speak during the meeting must produce a speech note detailing the topics and the shareholder's account number (or the attendance card serial number). The order of shareholders' comments shall be determined by the chair.
A shareholder who has submitted an opinion slip but does not actually speak shall be deemed to have not spoken. If the contents of speech are inconsistent with the contents of opinion slip, the contents of speech shall prevail.
When a shareholder attends the shareholders' meeting, 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.
XI. Each shareholder shall speak no more than twice, for five minutes each, on the same agenda item unless otherwise agreed by the chair.
The chair may stop shareholders from speaking if they violate the rules or speak outside the agenda item under discussion.
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XII. When a juristic person is appointed to attend the shareholders' meeting, it may designate only one person to attend on its behalf.
Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda item.
XIII. After the shareholder has finished speaking, the chair may answer to the shareholder's queries personally or appoint any relevant personnel to do so.
XIV. When the chair at a Board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.
XV. The chair will appoint a ballot scrutineer and a ballot counter; the ballot scrutineer must be a shareholder. The outcome of the vote shall be documented and announced on site.
XVI. The chair may put the meeting in recess at appropriate times.
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 special 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 5 days in accordance with Article 182 of the Company Act.
XVII. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to the shares under Article 179 of the Company Act.
When the Company holds a shareholders' meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice.
Matters regarding the shareholders attending the shareholders' meeting by proxy obtained through solicitation and non-solicitation means shall be governed by the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies propagated by the securities competent authority.
Unless otherwise regulated by the Company Act or the Articles of Incorporation, an agenda item is passed when supported by shareholders who represent more than half of the total voting rights in the meeting.
An agenda is considered passed if the chair receives no objections from any attendants. This voting method is as effective as does the conventional ballot method.
XVIII. When there are any amendments or alternative solutions for the same proposal, the chair shall combine these amendments/alternative solutions with the original proposal and decide their priority for voting. If any resolution is passed, all other proposals shall be deemed rejected and
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no further voting is necessary.
XIX. The Chairman may instruct pickets (or security staff) to help maintain order in the meeting. The pickets (or security personnel) shall wear armbands with the word "picket" when trying to maintain order.
XX. The Rules and any amendments hereto shall be implemented after adoption by shareholders' meetings.
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Appendix II
Taiwan Surface Mounting Technology Corp.
Articles of Incorporation
Chapter I. General Provisions
Article 1: The Company is organized in accordance with the Company Act and named Taiwan Surface Mounting Technology Corp.
Article 2: The scope of business of this Company shall be as follows:
I. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
II. CC01040 Lighting Facilities Manufacturing
III. CC01060 Wired Communication Equipment and Apparatus Manufacturing
IV. CC01070 Telecommunication Equipment and Apparatus Manufacturing
V. CC01080 Electronic Parts and Components Manufacturing
VI. CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
VII. CC01110 Computers and Computing Peripheral Equipment Manufacturing
VIII. F401010 International Trade
IX. IG03010 Energy Technical Services
X. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The headquarters of the Company is located in Taoyuan County, Taiwan. The Company may establish branches or subsidiaries in Taiwan or overseas as the Company may require upon resolution by the board of directors of the Company.
Article 4: The Company shall be exempt from the restrictions on the total investment amount specified in Article 13 of the Company Act. The Company may provide endorsements and guarantees to outside parties as needed to facilitate its business activities.
Chapter II. Shareholding
Article 5: The Company's capital shall be set at NT$5 billion, divided into 500 million shares with each share having a par value of NT$10.
The unissued shares may be issued in installments at the discretion of the Board of Directors. Among which, the amount of NT$200 million, 20 million shares in total, may be used to issue share subscription warrant, special shares subscribable under outstanding ancillary special share subscription warrants or shares subscribable under outstanding corporate bonds vested with share subscription rights.
If the issued subscription price of the Company is lower than the subscription warrant of employees of the closing price of common stock of Japanese companies, they can only be issued after obtaining the consent from more than two thirds of voting power of attending shares at shareholders' meeting to be attended by more than half shareholders representing the total number of issued shares.
The shares legally bought back by the Company may be transferred to the employees at a price lower than the average price paid for the shares by resolution of the most
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recent shareholders' meeting prior to the fact. The resolution for such transfer shall be adopted with the concurrence of over two-thirds of votes exercised by the shareholders present at the shareholders' meeting who represent a majority of the issued shares of the Company.
Where the Company plans to withdraw its stocks from public offering, the Company shall submit such proposal to the shareholders' meeting for resolution. This provision shall not be altered during the listing period.
Article 6: (Deleted)
Article 7: The Company's shares shall be registered and numbered, and shall bear the signatures or personal seals of at least three directors, and be issued upon certification in accordance with the law. When issuing the shares, the Company may opt not to print any share certificates, or to print the separately-issued shares on a combined basis. The shares shall however be kept or registered in accordance with the law.
Article 7-1: The Company shall administer all the stock-related affairs in accordance with the relevant regulations.
Article 8: No registration of transfer of shares shall be made within sixty days (60) prior to an annual shareholder meeting, nor within thirty days (30) prior to a special (extraordinary) shareholder meeting, nor within five (5) days prior to the day on which dividend, bonus or other benefits is scheduled to be paid by the Company.
Chapter III. Board of Shareholders
Article 9: There are two types of shareholders' meeting, including regular meeting and extraordinary meeting. Annual meetings shall be convened by the Board of Directors annually within six (6) months after the end of each fiscal year. The extraordinary shareholders' meeting shall be convened in accordance with the relevant laws and regulations, whenever is necessary.
The shareholders' meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 10: If a shareholder is unable to attend the shareholders' meeting in person, a proxy can be appointed to attend on his/her behalf by submitting a proxy form in accordance Article 177 of the Company Act.
Article 11: Except where the voting right of the shareholder is restricted or in the circumstances set forth in provisions of Article 179 under the Company Act, a shareholder shall have one voting power in respect of each share in his/her possession.
Article 12: Except otherwise regulated by the Company Act, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting. In accordance with regulations of the competent authorities, shareholders of this company may exercise their voting rights by way of electronic transmission, exercising such rights by way of electronic transmission shall be deemed to have attended the said shareholders' meeting. Other relevant matters shall be handled in accordance with the laws and regulations.
Chapter IV. Directors and Audit Committee
Article 13: The Company shall have 7 to 11 Directors, who are elected during shareholders' meetings from persons of adequate capacity to serve a term of 3 years. Their terms of service may be renewed if they are re-elected in the following election. The election adopts a candidate nomination system in accordance with the Company Act.
As stipulated in Article 14-2 of the Securities and Exchange Act, there shall be no less than 3 Independent Directors in the aforementioned quota of Directors, and the number of Independent Directors shall not be less than one-fifth of the total Directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, attendance by proxy and other matters for compliance with respect to Independent Directors shall follow prescriptions of the securities competent authority.
Total registered shares held by the Company's entire Board of Directors shall be in compliance with the regulations propagated by the securities competent authority. The Company has established an Audit Committee comprising of Independent Directors. The audit committee and the members of the Audit Committee are responsible for executing the authority of the Supervisors according to the Company Act, Securities and Exchange Act and other relevant regulations.
Article 13-1: The Company may purchase liability insurance for the Directors within their terms of office.
Article 14: The Board of Directors is composed of Directors. The directors shall elect a chairman from among themselves in the Board meeting with the consent of the majority of attending Directors, which represents more than two-thirds of all Directors. The Chairman shall have the authority to represent the Company.
The reasons for convening a Board meeting shall be notified to each Director at least 7 days in advance. However, in the event of an emergency, the meeting may be convened at any time.
The Board meetings may be convened in the form of letters, e-mail or fax.
Article 15: If the Chairman of the Board is unable to perform his/her duties due to leave of absence or any reason, a delegate shall be appointed in accordance with Article 208 of the Company Act.
If a Director is unable to attend a Board meeting in person, another Director may be appointed to act on behalf of the absent Director in attending the meeting. The Directors' proxies in attending the Board meeting shall be governed by Article 205 of the Company Act.
Article 16: When the Directors of the Company perform their duties, regardless of the gains and loss of the Company, the Company shall pay remuneration, and the Board of Directors shall be authorized to determine the amount of remuneration with reference to the participation and contribution to the Company's operations and by reference to the standard of the industry domestic or abroad.
Chapter V. Managerial officer
Article 17: The Company shall have one President and several Vice Presidents. The appointment, discharge and remuneration shall be done in accordance with Article 29 of the Company Act. The competence of managers to manage the Company's affairs and
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sign on behalf of the Company and the scope of such competence shall be determined by the Board of Directors.
Chapter VI. Accounting
Article 18: The fiscal year of the Company shall begin on January 1 and end on December 31 of the year. The Company’s Board of Directors shall prepare (1) business report, (2) financial statements, and (3) earning distribution or deficit compensation proposal after the end of each fiscal year and forward them to the annual shareholders’ meeting for approval.
Article 19: The Company's net income before tax before deducting the remuneration to employees and Directors should be used to make up for aggregated losses, no less than 5% of any remainder shall be allocated as the employees’ remuneration and no more than 1% shall be allocated as the Directors’ remuneration. No less than 10% of the remuneration to employees shall be allocated to entry-level employees.
Employees’ remuneration and Directors’ remuneration may be distributed in the form of cash or stocks, subject to a resolution adopted by a majority vote at a Board meeting 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.
Employees' compensation shall be paid in stock or cash, including employees of affiliated companies who meet certain conditions.
Article 19-1: The Company's surplus at the end of the accounting year shall be first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal capital reserve and special capital reserve by law or reversal. The remainder plus previous retained earnings shall be allocated by the Board's proposal and subject to approval at the shareholders' meeting. If it is done by issuing new shares, it shall be distributed after the resolution of the shareholders' meeting; when it is done by way of cash distribution, in compliance with the provisions of Paragraph 5 of Article 240 of the Company Act, the Board of Directors shall be authorized to reach a resolution of the Board meeting from at least two-thirds of the directors in attendance and the approval from more than half of the attending directors, and the Board of Directors then report the said resolution to the shareholders’ meeting.
The Company may, through a resolution the Board meeting from at least two-thirds of the directors in attendance and the approval from more than half of the attending directors, make all or part of the legal capital reserve and capital surplus stipulated in Article 241 of the Company Act be distributed in cash, and the Board of Directors then report the said resolution to the shareholders’ meeting.
Article 20: The Company adopts the policy of remaining dividends, and profit distribution proposal will be made by the Board of Directors, depending on the profits obtained by the Company and its funds status in the current year, according to the Company's future operation planning, business development, capital expenditure budget, capital requirements and other factors. The issuance of stock dividends takes precedence over the payment of cash dividends or stock dividends. In principle, cash shall not be less than 20% of total dividends distributed.
Chapter VII. Supplementary Provisions
Article 21: Any other issues not covered in the Articles of Incorporation shall be governed by the Company Act.
Article 22: The original Articles of Incorporation were established on March 10, 1990.
The 1st amendment was on August 23, 1990.
The 2nd amendment was on September 17, 1991.
The 3rd amendment was on October 8, 1991.
The 4th amendment was on August 1, 1994.
The 5th amendment was on March 1, 1995.
The 6th amendment was on May 7, 1997.
The 7th amendment was on August 11, 1997.
The 8th amendment was on September 30, 1997.
The 9th amendment was on March 15, 1998.
The 10th amendment was on June 17, 1998.
The 11th amendment was on July 17, 1998.
The 12th amendment was on June 10, 1999.
The 13th amendment was on June 15, 2000.
The 14th amendment was on June 15, 2001.
The 15th amendment was on June 24, 2002.
The 16th amendment was on April 4, 2003.
The 17th amendment was on April 30, 2004.
The 18th amendment was on June 14, 2005.
The 19th amendment was on June 9, 2006.
The 20th amendment was on May 15, 2007.
The 21st amendment was on June 13, 2008.
The 22nd amendment was on June 19, 2009.
The 23rd amendment was on May 14, 2010.
The 24th amendment was on June 17, 2011.
The 25th amendment was on June 18, 2014.
The 26th amendment was on June 15, 2015.
The 27th amendment was on June 15, 2016.
The 28th amendment was on June 22, 2018.
The 29th amendment was on June 17, 2022.
The 30th amendment was on June 19, 2025.
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Appendix III
Shareholding of Directors
Base date: April 19, 2026
| Title | Name | Election date | Shareholding when elected | Current shareholding | Note | ||||
|---|---|---|---|---|---|---|---|---|---|
| Category | Shares | Shareholding ratio (%) | Category | Shares | Shareholding ratio (%) | ||||
| Chairman | Wu, Kai-Yun | 2025.06.19 | Ordinary shares | 11,899,653 | 4.07% | Ordinary shares | 11,899,653 | 4.07% | |
| Director | Lin, Wen-Ching | 2025.06.19 | Ordinary shares | 5,914,789 | 2.02% | Ordinary shares | 5,914,789 | 2.02% | |
| Director | Wang, Chia-Chen | 2025.06.19 | Ordinary shares | 567,030 | 0.19% | Ordinary shares | 567,030 | 0.19% | |
| Director | Shen, Li-Ting | 2025.06.19 | Ordinary shares | 0 | 0.00% | Ordinary shares | 0 | 0.00% | |
| Director | Wu, Yun-Chung | 2025.06.19 | Ordinary shares | 4,122,470 | 1.41% | Ordinary shares | 4,122,470 | 1.41% | |
| Director | Lin, Wen-Chang | 2025.06.19 | Ordinary shares | 2,501,883 | 0.86% | Ordinary shares | 2,501,883 | 0.86% | |
| Director | Hsu, Wei-Ting | 2025.06.19 | Ordinary shares | 1,411,000 | 0.48% | Ordinary shares | 1,411,000 | 0.48% | |
| Independent Director | Hwu, Shouu-Chyang | 2025.06.19 | Ordinary shares | 338,888 | 0.12% | Ordinary shares | 338,888 | 0.12% | |
| Independent Director | Chen, Meng-Ping | 2025.06.19 | Ordinary shares | 0 | 0.00% | Ordinary shares | 0 | 0.00% | |
| Independent Director | Shih, Yu-Hua | 2025.06.19 | Ordinary shares | 0 | 0.00% | Ordinary shares | 0 | 0.00% | |
| Independent Director | I, Tai-Ken | 2025.06.19 | Ordinary shares | 0 | 0.00% | Ordinary shares | 9,000 | 0.00% | |
| Total | Ordinary shares | 26,755,713 | Ordinary shares | 26,764,713 |
Total number of shares issued on Jun. 19, 2025: 292,398,353 shares
Total number of shares issued on Apr. 19, 2026: 292,398,353 shares
Note: The statutory requirement for the aggregated shareholding of all Directors is: 12,000,000 shares; the aggregated shareholding of all Directors as of April 19, 2026 is 26,416,825 shares.
Note: The Company had established an Audit Committee, so the statutory requirement for the aggregated shareholding of all Supervisors does not apply.
The shareholding of Independent Directors are not calculated in the shareholding of Directors.