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TT — AGM Information 2026
Apr 13, 2026
52709_rns_2026-04-13_1e39eab6-881a-4a6c-836b-41a7ecd49c0c.pdf
AGM Information
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Stock Code: 8033

THUNDER TIGER
Thunder Tiger Corp.
Handbook for the 2026 Annual Meeting of Shareholders
MEETING TIME: 9:00 a.m., Thursday, May 14, 2026
PLACE: 3F, No.7, 6th Road, Industry Park, Taichung City, Taiwan
Table of Contents
I. Meeting Procedure ... P1
II. Meeting Agenda ... P2
III. Reports Items
1. To report the business of 2025 ... P3
2. The Audit Committee’s Review Report ... P3
3. To report the status of lending funds to other parties, endorsement and guarantee ... P3
4. To report the implementation of investments in China ... P3~P4
5. To report the arbitration and lawsuit progress between the Company and ZZ Group ... P4~P5
6. To report the status of Cash Injection in 2024 ... P5
7. To report private placement shares that were not executed in 2025 ... P5
IV. Proposed Resolutions
1. To accept 2025 business report and financial statements ... P6
2. To accept the proposal for 2025 deficit compensation ... P6
V. Discussion Items
1. To discuss to issue new private placement shares for 2026 ... P7~P9
2. Amendment to the company's articles of Incorporation ... P9~P10
VI. Extraordinary Motions ... P10
VII. Attachment
1. 2025 Annual Business Report ... P11~P17
2. 2026 Business Plan ... P18~P20
3. The Audit Committee’s Review Report ... P21
4. Statement of Loans Provided to Other Parties, Endorsements/Guarantees Provided ... P22~P23
5. Information on Investments in Mainland China in 2025 ... P24
6. Implementation of Cash Injection in 2024 ... P25~P27
7. Independent Auditors’ Report and 2025 Consolidated Financial Statements ... P28~P39
8. Independent Auditors’ Report and 2025 Parent Company Only Financial Statements ... P40~P52
9. 2025 Deficit Compensation Statement ... P53
10. Comparison Table of Amendments to Articles of Incorporation ... P54~P56
VIII. Appendices
1. Rules of Procedures for Shareholder Meetings ... P57~P67
2. Articles of Incorporation (Before Amendment) ... P68~P73
3. Current Shareholdings of Directors ... P74
Thunder Tiger Corp.
Procedures for the 2026 Annual Shareholders' Meeting
- Call the Meeting to Order
- Chairperson Remarks
- Report Items
- Proposed Resolutions
- Discussion Items
- Extraordinary Motions
- Adjournment
~1~
Thunder Tiger Corp.
Year 2026
Agenda of Annual Meeting of Shareholders
Type of Meeting : Physical Meeting
I. Time : 9:00 a.m., Thursday, May 14, 2026
II. Place : No.7, 6th Road, Industry Park, Taichung City, Taiwan
(3F Conference Room of Thunder Tiger Corp.)
III. Reporting the number of shares present and announcing the opening of the meeting.
IV. Chairperson Remarks
V. Reports Items
1. To report the business of 2025
2. The Audit Committee’s Review Report
3. To report the status of loans provided to other parties, endorsement and guarantee
4. To report the implementation of investments in China
5. To report the arbitration and lawsuit progress between the Company and ZZ Group
6. To report the status of Cash Injection in 2024
7. To report private placement shares that were not executed in 2025
VI. Proposed Resolutions
1. To accept 2025 business report and financial statements
2. To accept the proposal for 2025 deficit compensation
VII. Discussion Items
1. To discuss to issue new private placement shares for 2026
2. Amendment to the company's articles of Incorporation
VIII. Extraordinary Motions
IX. Adjournment
~2~
Reports Items
Item 1 :
To report the business of 2025
Explanation :
1. Please refer to Attachment 1 (pages 11-17) for the 2025 Business Report.
2. Please refer to Attachment 2 (pages 18-20) for the 2026 Business Plan.
Item 2 :
The Audit Committee’s Review Report
Explanation :
Please refer to Attachment 3 (page 21) for the 2025 Audit Committee’s Review Report
Item 3 :
To report the status of loans provided to other parties, endorsement and guarantee
Explanation :
Please refer to Attachment 4 (page 22-23) for the 2025 Statement of Loans Provided to Other Parties, Endorsement/guarantees Provided.
Item 4 :
To report the implementation of investments in China
Explanation :
1. Thunder Tiger Corp. indirectly holds 30% equity of Thunder Tiger (Ningbo) Corp. in mainland China through the overseas company Thunder Tiger Model (BVI) Co., Ltd. On March 27, 2017, the company signed an equity transfer agreement with ZZ Group, a Hong Kong-based company, which was approved by the shareholders' meeting on June 20, 2017. The transaction funds have been deposited into the designated lawyer's account of both parties, and ZZ Group has already paid RMB 1 million of the partial payment as of June 2018. However, the remaining payment has not been received despite repeated reminders. Therefore, on May 31, 2019, the board of directors passed a resolution to file an arbitration with the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with the contract. The arbitration ruled that the equity transaction and the debt existed, but did not support the arbitration request against the respondent, and that Thunder Tiger Model (BVI) Co., Ltd. should claim compensation from Leihu Aviation. The company then filed another case requesting Thunder Tiger Model (BVI) Co., Ltd. to claim the above debt from TT Aviation, and on April 17, 2023, it obtained a successful arbitration award from the CIETAC arbitration tribunal for the payment of equity transfer funds. The company's appointed lawyer has applied for enforcement with the Beijing Fourth Intermediate People's Court and has completed the filing process. The company
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will make every effort to pursue legal recovery of the full debt. Please refer to Item 5 of the report for updates on the relevant arbitration progress.
- Please refer to Attachment 5 (page 24) for the Status report of Investment in Mainland China in 2025.
Item 5 :
To report the arbitration and lawsuit progress between the Company and ZZ Group
Explanation :
-
In June of 2017, at the shareholder's meeting, it was approved for the company to sell 100% of the shares of Thunder Tiger Model (BVI) Co., Ltd. (which indirectly holds 30% of the shares of Thunder Tiger (Ningbo) Co., Ltd.) to Hong Kong ZZ Group. However, although the company received RMB 1 million in stock payment, it has not received a response from Hong Kong ZZ Group despite several attempts to negotiate and legal letters requesting payment. In order to protect the interests of the company, the board of directors decided on May 31, 2019, to appoint lawyers to file for arbitration with the China International Economic and Trade Arbitration Commission to recover the debt in accordance with the contract. In August 2021, the arbitration decision confirmed the existence of the equity transaction and the debt, but did not support the company's arbitration request against the respondent, stating that the claim should be pursued by Thunder Tiger Model (BVI) against Thunder Tiger Flight-Vehicle. The company has filed another case requesting that Thunder Tiger Model (BVI) recover the debt from Thunder Tiger Flight-Vehicle and won the arbitration decision on April 17, 2023. The company's appointed lawyer has applied for enforcement with the Beijing Fourth Intermediate People's Court and has completed the filing process. The company will make every effort to recover the full debt through legal means.
-
The "Thunder Tiger (Ningbo) Co., Ltd. Loan Case" involves the fact that Thunder Tiger (Ningbo) Co., Ltd. was originally a wholly-owned subsidiary of our company, responsible for the production and manufacturing center of remote control models worldwide from 1994 to 2016. It produced and manufactured materials required for our company's orders, and needed to prepay some of the purchase costs in accordance with the requirements of local suppliers in mainland China. Therefore, our company cooperated by providing Thunder Tiger (Ningbo) Co., Ltd. with the corresponding prepayment for goods. However, due to the change in ownership of Thunder Tiger (Ningbo) Co., Ltd. in 2016 and the decline in the remote control model market, the volume of orders decreased, causing the progress of our company's prepayment recovery from Thunder Tiger (Ningbo) Co., Ltd. to be delayed beyond expectations. As of 2018, the accumulated balance of prepayment from our company to Thunder Tiger (Ningbo) Co., Ltd. was USD 131.7 million, which was a legacy issue from historical transactions between our company and Thunder Tiger (Ningbo) Co., Ltd. Therefore, in May 2018, the two parties agreed
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to convert the USD 131.7 million into a loan and signed a loan agreement. Prior to the expiration of the loan agreement, our company's management had actively negotiated with Thunder Tiger (Ningbo) Co., Ltd. on repayment matters, but did not receive any response from Thunder Tiger (Ningbo) Co., Ltd. until May 30, 2019. In order to protect our company's rights and interests, the board of directors of our company decided on May 31, 2019, to appoint the law firm of Wei Heng in Beijing to file a lawsuit with the Yuyao People's Court. On retrial, the Zhejiang Provincial High People's Court supported our position and ruled in our favor, confirming the establishment of the creditor's rights. The Yuyao People's Court has completed the first enforcement ruling. We have additionally filed a lawsuit to revoke others' rights to the distributed land proceeds. On December 25, 2025, our claims were not upheld by the Zhejiang Provincial High People's Court. We will continue to pursue debt recovery and seek repayment of the creditor's rights.
Item 6 :
To report the status of Cash Injection in 2024
Explanation :
- In the fiscal year 2024, the company conducted a cash capital increase by issuing 10 million common shares. The Financial Supervisory Commission (FSC) approved the issuance on December 27, 2024, under Letter No. 1130365876 of the FSC Securities Department, and it became effective. A total of NT$498 million was raised through the issuance of shares. For details on the progress of fund utilization and the implementation status of the sound operational plan, please refer to Attachment 6 (pages 25-27).
Item 7 :
To report private placement shares that were not executed in 2025
Explanation :
On June 17, 2025, the shareholders' meeting passed a resolution to conduct a private placement of common shares within a limit of four million shares, but as of now, it has not been carried out yet.
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Proposed Resolutions
Proposal 1: (Proposed by the Board)
To accept 2025 business report and financial statements
Explanation:
-
The financial statements and consolidated subsidiary financial statements of the Company's operating report for 2025 have been audited by the joint auditors, Su Tzu-Yun and Tsai Shu-Man, from Crowe (TW) CPAs, and an unqualified opinion with emphasis of matter paragraph has been issued.
-
The following table of contents is prepared in accordance with the provisions of the Company Act:
(1) 2025 Annual Business Report (Please refer to Attachment 1 (pages 11-17))
(2) Independent Auditors’ Report and 2025 Consolidated Financial Statements (Please refer to Attachment 7、8 (pages 28-52))
- The preceding financial statements have been completed and submitted to the Audit Committee for review.
Resolution:
Proposal 2: (Proposed by the Board)
To accept the proposal for 2025 deficit compensation
Explanation:
At the beginning of the fiscal year 2025, our company had an accumulated deficit of NT$ 535,031,549. The net income after tax for the year amounted to NT$87,643,513 and the accumulated deficit at year-end was NT$450,287,159. Due to the fact that the company still has accumulated deficits, no distribution is proposed. Please refer to Attachment 9 (page 53) the 2025 Deficit Compensation Statement.
Resolution:
Discussion Items
Item 1: (Proposed by the Board of Directors)
To discuss to issue new private placement shares for 2026. Please proceed to discuss.
Explanation:
-
In order to increase operating funds, repay loans, and meet the capital requirements for future investments and development, and to maintain the sustainable growth of the company and enhance its competitiveness, the company plans to propose to the shareholders' meeting to authorize the board of directors to conduct private placement of common stock at an appropriate time within the limit of not exceeding 40 million shares of common stock, based on the following principles.
-
The main points of this item are as follows:
(1) Purpose of the funds: To enhance working capital, repay loans, and meet future capital requirements for investment and development to sustain the company's business and strengthen its competitiveness.
(2) Price determination:
A. The reference price for this private placement of common shares is determined by the higher of the following two criteria:
a. The simple arithmetic average of the closing price of common shares on the trading day one, three, or five business days prior to the pricing date, after deducting free stock dividends and distributions, and adding back the stock price after a capital reduction reverse split.
b. The simple arithmetic average of the closing price of common shares over the past thirty trading days prior to the pricing date, after deducting free stock dividends and distributions, and adding back the stock price after a capital reduction reverse split.
B. The actual issuance price of this private placement shall be determined based on no less than 80% of the reference price. The actual pricing date and the final private placement price, within the scope not lower than the percentage resolved by the shareholders' meeting, are authorized to be determined by the Board of Directors in consideration of future negotiations with specific investors. The basis for determining the aforementioned private placement price complies with the relevant regulations set forth in the "Directions for Public Companies Conducting Private Placements of Securities," and therefore should be deemed reasonable.
C. If the market price of the private placement common shares falls below the face value per share due to market factors in the future, the impact on shareholders' equity will be the cumulative loss generated by the difference between the actual private placement price and the face value per share. This cumulative loss will be eliminated based on the company's future operating conditions.
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(3) Selection of specific individuals: :
Currently, there is no specific person selected yet.
The selection of potential subscribers for this private placement will be limited to those who meet the requirements of Article 43-6 of the Securities and Exchange Act. Priority will be given to strategic investors who have a good understanding of the company's operations and can provide direct or indirect assistance to the company's future operations. The selected investors must also comply with legal regulations. In addition to considering the above factors, the selection of strategic investors should also be based on their agreement with the company's management philosophy and professional team, and the main purpose of cooperation is to provide the above-mentioned benefits and achieve profit sharing. As the company will not have any changes in its board of directors or supervisors within the next two years, this will not affect the company's management rights. The provision that the privately placed securities cannot be transferred within three years will further ensure a long-term cooperative relationship between Lei Hu Technology and the selected investors.
(4) Necessity :
A. Reasons for not adopting a public offering:
Considering that raising the required funds through a private placement of common shares offers relatively faster and more convenient timing, greater certainty in the availability of funds, and lower issuance costs, the Company intends to conduct this capital increase through a private placement of common shares in order to promptly inject the necessary funds.
B. Amount of the private placement:
The total number of shares to be issued shall not exceed 40 million common shares, to be carried out in three tranches within one year from the date of the shareholders' meeting resolution.
C. Purpose of the funds from the private placement and expected benefits:
| Number | Estimated Number of Shares for Private Placement | Use of Funds | Expected Benefits |
|---|---|---|---|
| 1 | 15,000,000 | To strengthen working capital, repay borrowings, and meet future funding needs for reinvestment and business expansion, thereby maintaining the Company’s ongoing operations and enhancing its competitiveness. | Through the participation of the subscribers, the Company can reduce costs, improve its financial structure, and directly or indirectly expand customer channels, as well as offer a more diversified product portfolio to increase product sales volume. |
| 2 | 15,000,000 | ||
| 3 | 10,000,000 | ||
| With respect to the aforementioned planned share quantities for the first, second, and third tranches of the private placement, at the time of each actual issuance, the Company may combine and issue all or part of any previously unissued shares and/or shares planned for subsequent tranches. However, the total number of shares issued shall not exceed 40,000,000 shares. |
(5) Rights and obligations: :
A. The common shares issued in this private placement shall, in principle, carry the same rights and obligations as the Company’s existing issued common shares.
B. However, in accordance with the Securities and Exchange Act, the privately placed shares of the Company may not be transferred within three years from the date of delivery, except to the transferees specified under Article 43-8 of the Act. After the expiration of the three-year period from the date of delivery, and subject to compliance with relevant laws and regulations, the Company may apply to the Taiwan Stock Exchange for supplemental public offering procedures and listing for trading.
-
The essential details of this proposal, including but not limited to the issuance price, number of shares to be issued, total fundraising amount, project items, expected schedule for the use of funds, anticipated benefits, and other related matters, shall be submitted to the shareholders’ meeting for authorization of the Board of Directors to determine in accordance with market conditions and the Company’s operational needs. Subsequently, if any amendments are required due to changes by the competent authority, operational assessments, objective circumstances, or applicable laws and regulations, the Board of Directors is fully authorized to handle and implement such changes.
-
This passage suggests that if the proposal is approved, the board of directors will be authorized to execute it at an appropriate time. The matter is now open for discussion.
Resolution :
Item 2 : (Proposed by the Board of Directors)
Proposal to Amend the Articles of Incorporation. Please proceed to discuss.
Explanation :
- In order to accommodate the Company’s future business development needs and capital operation planning, and with reference to recommendations from the defense industry division, it is proposed to amend the Articles of Incorporation as follows:
(1) To meet the needs of business expansion, additional business items related to the defense industry will be included to facilitate future business development.
(2) In response to the enforcement of the Telecommunications Management Act on July 1, 2020, and related regulatory amendments, the competent authority has abolished the licensing system for the import of controlled telecommunications radio-frequency equipment. The original business item code F401021 has been removed and replaced with an import-specific permit system. Accordingly, this business item is proposed to be deleted to comply with legal requirements and simplify operational procedures.
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-
In order to meet future operational development and investment expansion needs and to enhance financial flexibility, it is proposed to increase the Company’s authorized capital: The current authorized capital of NT$2 billion is proposed to be revised to NT$3 billion.
-
Please refer to Attachment 10 (pages 54-56) for details.
Resolution :
Extraordinary Motions
Adjournment
~10~
Attachment 1
Thunder Tiger Corp.
2025 Annual Business Report
1. Results of Business Plan Implementation
In fiscal year 2025, the Group's consolidated revenue reached NT$1,424,123 thousand, with a net income after tax of NT$78,760 thousand. Earnings per share (EPS) after tax amounted to NT$0.58. Compared to fiscal year 2024, revenue increased by 14.37%, primarily due to the full-scale commissioning of the bottle preform production line, which resulted in a significant increase in revenue. As a result, net income after tax increased by NT$3,072 thousand compared to the previous year.
Looking ahead to fiscal year 2026, the management team expects stable operational performance across all subsidiaries and will actively pursue the development of new products and business lines, with the goal of achieving full-year profitability for the Group.
Parent Company
Unit: NTD thousand
| Year Item | 2025 | 2024 | Increase (Decrease) amount | Increase (Decrease)% |
|---|---|---|---|---|
| Sales Revenue | 385,564 | 141,054 | 244,510 | 173.34% |
| Cost of Goods Sold | 288,686 | 111,638 | 177,048 | 158.59% |
| Gross profit | 96,878 | 29,416 | 67,462 | 229.34% |
| Net Income (Loss) | 87,643 | 71,759 | 15,884 | 22.14% |
Consolidated
Unit: NTD thousand
| Item | 2025 | 2024 | Increase (Decrease) amount | Increase (Decrease)% |
|---|---|---|---|---|
| Sales Revenue | 1,424,123 | 1,245,153 | 178,970 | 14.37% |
| Cost of Goods Sold | 892,421 | 716,153 | 176,268 | 24.61% |
| Gross profit | 531,702 | 529,000 | 2,702 | 0.51% |
| Net Income (Loss) | 78,760 | 75,688 | 3,072 | 4.06% |
| Equity attributable to owners of parent | 87,643 | 71,759 | 15,884 | 22.14% |
2. Budget execution status in 2025
There was no financial forecast for the year 2025, so there is no information on the achievement of the budget.
- Financial income and expenditure analysis and profitability analysis.
(1) Financial Income and Expenditure
Unit: NTD thousand
| Item | Parent Company | Consolidated |
|---|---|---|
| Sales Revenue | 385,564 | 1,424,123 |
| Gross profit | 96,878 | 531,702 |
| Operating Expenses | (116,200) | (36,499) |
| Profit (Loss) before Income Tax | 91,059 | 84,993 |
| Net Income | 87,643 | 78,760 |
| EPS (Dollar) | 0.58 | 0.58 |
Note: Includes both owners of the parent company and non-controlling interests.
(2) Profitability analysis
| Item | Individual ratio (%) | Consolidated ratio (%) |
|---|---|---|
| Return on Assets (ROA) | 4.44 | 3.49 |
| Return on Equity (ROE) | 5.53 | 4.97 |
| Operating Income to Capital Stock | (7.61) | (2.39) |
| Profit Before Tax to Capital Stock | 5.97 | 5.57 |
| Net Income Margin | 22.73 | 5.53 |
| EPS (Dollar) | 0.58 | 0.58 |
- Research and Development (R&D) Status.
(1) R&D expenses incurred in the latest fiscal year.:
Unit: NTD thousand
| Item | 2025 Parent Company | 2025 Consolidated |
|---|---|---|
| Research and Development (R&D) Expenses | 107,492 | 170,768 |
| Net Sales | 385,564 | 1,424,123 |
| Research and Development Expenses to Net Sales. (%) | 27.88% | 11.99% |
(2) Research and development (R&D) products
(i) The current products and services offered by the company.
| Item | Product | Description |
|---|---|---|
| 1 | Remote Control Models (R/C) | Remote Control Cars |
| Remote control cars are the largest market for R/C products, accounting for approximately 60-70% of the overall industry. Our company offers a diverse range of products, including on-road cars, off-road cars, monster trucks, and racing trucks, among others. These products come in different sizes, including 1/8, 1/10, 1/12, 1/16, 1/18, and other levels. The power source is mainly electric. We have recently added realistic models featuring Toyota, Ford, Monster Sport, and Hoonigan Mustang brands. |
| Item | Product | Description |
|---|---|---|
| Helicopters | ||
| In recent years, the entire series of electric helicopters have greatly improved their power with BLDC motors, which has become the main power source for electric helicopters. | ||
| Remote Control Boats | ||
| BLDC electric speedboats and racing boats, as well as high-end realistic racing sailboats that are also popular among non-RC enthusiasts. | ||
| 2 | Large-size helicopters and multi-rotor unmanned aerial vehicles (UAVs).. | We provide large-scale intelligent helicopters that are not only applicable in the aerial photography market, but also continue to develop towards specific purposes, such as AI inspection of offshore wind turbine blades, disaster prevention and rescue communication base stations, thermal imaging search and rescue, transportation of medical supplies, and military-civilian dual-use markets, in order to expand market niches. |
| 3 | Large unmanned aerial vehicles (UAVs), T200, T-235AH 、 T-250AH, and T-400 helicopters. | We provide services for telecommunication relay, firefighting and police use, land conservation, national defense surveillance, power tower inspection, wind turbine blade inspection, port transportation services, and bridge inspection. |
| 4 | Micro unmanned aerial vehicles TM-450 & TM-450 HORNET 、 FPV and catapult-launched fixed-wing drones, as well as engines for drones. | (A)The micro UAV is a military-commercial product that combines Israeli military optical technology with a commercial quadcopter. The TM-450 is suitable for individual soldiers to carry and is equipped with night vision, reconnaissance, and positioning capabilities, allowing for short-range reconnaissance beyond the line of sight. |
| (B)The TM-450 HORNET can carry items weighing less than 500g during flight. | ||
| (C) FPV immersive drones can use low cost to strike high-value targets. | ||
| (D) The catapult-launched C-230 and C-400 fixed-wing drones can fly 30 km and 100 km respectively. | ||
| (E) The 250cc and 175cc horizontally opposed engines developed specifically for fixed-wing drones enable long-endurance flights exceeding 100 km. | ||
| 5 | Eight-axis submarines and AUV intelligent underwater vehicles (Seawolf 400). | Combining the experience of brushless motors and electronic systems, we have expanded our aerial application opportunities to underwater applications, which is a specialized field that few companies have ventured into. We have developed cost-effective ROV products with high competitiveness, using quad-HD imaging technology and open-source control technology, allowing computer operation and joystick control. We aim to explore commercial and military opportunities in the underwater market up to 200 |
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| Item | Product | Description |
|---|---|---|
| meters deep. | ||
| 6 | Waterborne mobile platforms, unmanned boats, and water show platforms. | Combining a complete navigation computer automatic control system with a feature-rich water quality monitoring device enhances the added value of the product. The open source system design allows for connection with various sensors and the integration of 4G transmission data, providing real-time monitoring of environmental vehicles. It can also be used for defense and mine sweeping purposes. |
| 7 | Medical Products | Dental, physiotherapy, and ophthalmology-related products. |
| 8 | Aseptic cold fill packaging materials | Sterile packaging materials and products related to beverage bottle caps, bottle preforms, and and tethered caps. |
(ii) New product/service under development :
A. Medium to large-sized unmanned helicopter series :
a. CX-180 Emergency Wireless Communication Base Station :
The CX-180 Emergency Wireless Communication Base Station is equipped with an 11KW generator, allowing it to provide uninterrupted wireless communication in disaster areas for an extended period at high altitudes. It has undergone environmental testing with different communication equipment in collaboration with Chunghwa Telecom and Industrial Technology Research Institute (ITRI). It is capable of operating in conditions with wind speeds up to level 6.
b. T-200 Industrial Helicopter Series :
The T-200 Industrial Helicopter Series can be equipped with a Communication Point of Entry (CPE) adapter and a high-magnification optical zoom and infrared thermal imaging camera gimbal. It serves as a remotely operated aerial vehicle for transmitting real-time visual imagery and supporting specialized applications. It is capable of providing immediate assistance in disaster zone search and rescue missions, as well as performing group flight communication tasks.
c. T-235 AH Engine Unmanned Helicopter:
The T-235AH unmanned helicopter features a lightweight airframe and high-performance lithium ternary battery, allowing for a flight time of over 70 minutes. It can be used for ship-based takeoff and landing as well as long-distance reconnaissance missions.
d. T-250 AH Large Engine Unmanned Helicopter:
The T-250 Large Engine Unmanned Helicopter is equipped with a powerful 120CC engine, allowing it to overcome limitations on long-duration flights. It is currently in the flight testing phase, where its performance and capabilities are being evaluated.
e. T-400 Military-Civilian Multi-purpose Engine Unmanned Aircraft :
The T-400 Military-Civilian Multi-purpose Engine Unmanned Aircraft is specifically designed to extend flight duration, with a flight time of up to 4 to 6 hours or more. It has a payload capacity of 50kg, making it capable of fulfilling various special mission requirements for military purposes in the future.
f. Command Tower :
The Command Tower integrates Chunghwa Telecom's 4G and 5G networks with satellite signals. It can simultaneously coordinate several to dozens of Thunder Tiger Technology (T200) relay-type drones, which are equipped with telecom repeaters to form a MESH communication network in the air. This expands temporary communication and command networks during wartime and disasters. Additionally, the Command Tower can be equipped with a T-type AESA (Active Electronically Scanned Array) radar system, capable of detecting low-altitude small drones invading the airspace, locking onto their positions, and shooting them down if necessary.
g. Vertical Take-Off and Landing (VTOL) multirotor drone.
h. Fiber-optic drone
B. Micro unmanned aerial vehicles/ FPV drone
a. The TM-450 and TM-450 HORNET are military-grade, commercially available products :
They are portable unmanned aircraft systems designed for individual soldiers, equipped with Israeli military optical payloads, and capable of night vision, reconnaissance, and positioning for short-range beyond-line-of-sight operations.
b. 5-inch /7-inch /10-inch immersive FPV drones :
Operated intuitively using first-person-view goggles, these drones are characterized by their ability to strike high-value targets at low cost. They have now evolved to include fiber-optic-controlled drone systems.
c. C-230/C-400 catapult-launched fixed-wing drones :
These can fly up to 30 km and 100 km respectively, and are capable of carrying 2 kg and 10 kg of payloads for loitering attack missions.
C. Unmanned underwater vehicle (UUV) :
a. The Seadragon underwater submarine is equipped with a high-definition HDMI transmission system. It incorporates open-source kits and operates with six to eight propulsion motors, allowing for fast movement and maneuverability in water. It is equipped with a high-definition HDMI camera, enabling real-time video transmission for computer processing. The transmission is done through Ethernet network. The Seadragon submarine can reach depths of up to a hundred meters, making it suitable for underwater photography applications.
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b. The Seawolf400 AUV (Autonomous Underwater Vehicle) for marine use is equipped with a sonar system, enabling it to perform mine sweeping missions. It utilizes open-source kits and operates with five propulsion motors, allowing for wireless movement and control underwater. It is also equipped with a camera, enabling it to be used for autonomous underwater navigation and exploration.
c. The Seadragon underwater submarine is equipped with a robotic arm:
In conjunction with the a. or b. solutions, the addition of a robotic arm allows for underwater exploration and execution of various tasks.
d. The SEAWOLF 400 AUV (Autonomous Underwater Vehicle) is a medium-to-large underwater drone, currently under development. Measuring up to 4 meters in length, it is designed to operate in swarms underwater. Its applications include hydrographic scanning, mapping, and military defense tasks such as mine sweeping and deploying intelligent mobile mines for deterrence and asymmetric warfare.
D. Unmanned Drone Water Show Platform
The Unmanned Drone Water Show Platform is specifically designed for water-based group performances. It utilizes high-performance batteries for efficient charging, ensuring long mission durations. By incorporating monitoring chips and communication coordination technology, it can be integrated into an air traffic control system to regulate the positioning of multiple vehicles and control the audio and lighting systems, achieving synchronized performances for water-based group shows. It can be configured with 4G or 5G transmission based on mission requirements, offering high flexibility in mission planning. This platform allows for centralized control of multiple vehicles on the water's surface, with each vehicle's position and mission requirements monitored through the air traffic control system, making the execution of show performances seamless and efficient.
E. Drone engines
The 250cc and 175cc horizontally opposed engines, specifically developed for fixed-wing drones, enable long-endurance flights exceeding 100 km.
F. Car Model
a. ELEMEMT Series:
1. CR10 SENDERO Black RTR (Ready to run)
2. CR10 ECTO Black RIT
b. RC10 Racing Series
c. Hoonigan Series
1. Hoonitruck KIT
2. Hoonicorn KIT
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G. Remote-controlled helicopters
Medium-to-large industrial and rescue helicopters, including the upgraded MD300 and helicopter series equipped with GPS-compatible flight control systems.
H. Various types of OEM (Original Equipment Manufacturing) business. (Including sterile packaging materials and silicone injection molded products.)
I. Medical product-related OEM business.
Thunder Tiger Corp.
Chairman : Chen, Kwan-Zu
General Manager : Su, Sheng-Chieh
Accounting Supervisor : Cho, Yi-Ju
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Attachment 2
2026 Business Plan
- Business Policy:
In fiscal year 2026, the Company will focus its core strategy on “scaling production capacity and standardizing supply chain compliance.” It will continue to deepen its dual-engine development in unmanned systems and medical biotechnology, strengthen the operational performance of each business unit, and enhance overall revenue and profitability. The Company also aims to build an internationally competitive industrial ecosystem to achieve the Group’s goal of steady and sustainable earnings growth.
- Expected sales quantities and their basis :
This year, the Group’s sales focus is primarily on military and commercial unmanned vehicles (UAVs, USVs, and UGVs), FPV single-use attack drones, sterile packaging products including bottle preforms and caps, medical device products, as well as radio-controlled platforms and related components.
The projected sales volume is based on historical sales performance, order visibility, the launch of new products, and forecasts of future market conditions, with the aim of driving revenue growth for the Thunder Tiger Group.
- Group's Production and Sales Division Policy :
(1) TT : Headquarters of the Group; R&D, manufacturing, and marketing center for military and civilian unmanned aerial vehicles (UAVs), unmanned surface vessels (USVs), remotely operated underwater vehicles (ROVs), unmanned ground vehicles (UGVs), and key UAV components such as flight controllers, motors, engines, and gimbal cameras.
(2) Associated Electrics : Responsible for the R&D, design, and global marketing of AE, Reedy, and Element brand products, with continuous expansion into the North American and European markets.
(3) TTBIO : R&D center for the TTBIO medical brand and production base for precision key components.
(4) TTS : OEM design center for remote-controlled models and assembly center for UAVs.
(5) TTMT : Responsible for brand channel operations, e-commerce platforms, and sales deployment across Taiwan, Asia, and Australia.
(6) Cancam : Serves as an aluminum hull manufacturing base, responsible for the production and sales of both manned vessels and unmanned surface vehicles (USVs).
- Future company development strategy :
(1) Defense and Unmanned Vehicle Industry Strategy
The Group will continue to strengthen its presence in the defense market, actively participate
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in domestic and international tenders, and promote the industrial-scale mass production of unmanned systems. Key initiatives for FY2026 include: mass production and delivery of FPV drones, ongoing participation in testing and optimization of unmanned surface vehicles (USVs), and the refinement and market expansion of medium-to-large unmanned platforms (such as T-235, T-250, and T-400). The Group will also establish a “production capacity equals combat capability” supply system to enhance sustainable supply capability.
(2) Manufacturing Technology Upgrade and Capacity Expansion
The Group will expand its aluminum alloy stamping production lines and establish standardized, modular, and scalable manufacturing processes. These will be applied across drones, USVs, and related platforms to achieve cross-product line economies of scale.
(3) International Market Development and Strategic Partnerships
The Group will continue to deepen cooperation with the United States, Japan, and other democratic countries, strengthen its “non-red supply chain” strategy, and leverage Blue UAS compliance advantages to expand into international defense and commercial markets.
(4) Growth of Medical Biotechnology Business
The Group will expand shipments of dental equipment and precision components, strengthen partnerships with international customers, and enhance product value-added and gross margins.
(5) Expansion of Sterile Packaging Business
With completed production lines for bottle preforms and caps, the Group will continue to increase penetration in food and medical packaging markets, contributing stable revenue and cash flow.
(6) Capital and Financial Strategy
In response to capacity expansion and order demand, the Group will, depending on market conditions, consider capital raising through cash issuance, private placement, or syndicated loans to strengthen working capital and optimize its financial structure.
- Impact of External Competitive, Regulatory, and Macroeconomic Environments
The Group’s industries are significantly influenced by overall economic conditions, industrial structural changes, and international political and economic developments, all of which may affect operating performance to a certain extent.
In terms of industry dynamics, traditional remote-control model products belong to the recreational consumer market, with demand closely linked to economic conditions, disposable income, and leisure activity trends. In recent years, the rise of digital entertainment and the “home economy” has shifted participation in outdoor activities, placing pressure on demand for certain product lines and affecting their growth momentum. At the same time, driven by technological advancement and expanding applications, the Group has progressively extended its core technologies into industrial, commercial, and defense unmanned vehicle markets to align with industry transformation trends.
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From a market and competitive perspective, geopolitical risks have increased in recent years, leading to rising defense budgets across countries and significantly growing demand for military and commercial unmanned systems. Industry competition has also shifted from focusing on single-product performance to emphasizing system integration capabilities, mass production efficiency, and supply chain stability. In addition, stricter requirements for supply chain compliance have emerged globally, with the “non-red supply chain” becoming a key trend, raising the standards for supply chain management and regulatory compliance.
In terms of the macroeconomic environment, the global economy continues to be affected by inflationary pressures, interest rate fluctuations, and exchange rate volatility, which may impact raw material costs, manufacturing expenses, and product pricing, thereby affecting gross margins and overall profitability.
In response to these external uncertainties, the Group will continue to implement diversified operational strategies, adjust its product portfolio, and expand application areas to mitigate market risks. On the manufacturing side, the Group will enhance production efficiency and cost control through industrialized mass production technologies and optimized production processes to meet demand for high cost-performance products. In terms of market positioning, the Group will further increase the proportion of defense and professional application businesses to improve revenue stability and value-added contribution.
Furthermore, the Group will continue to strengthen supply chain management, actively build a supply chain system that complies with international standards, and enhance transparency and resilience to reduce the impact of external fluctuations. Through these initiatives, the Group aims to continuously enhance overall competitiveness and maintain stable and sustainable business development.
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Attachment 3
The Audit Committee’s Review Report
Thunder Tiger Corp.
Audit Committee Review Report
The Board of Directors has submitted the 2025 annual business report, financial statements (including consolidated financial statements), and appropriation of profits and losses proposal to the company. The financial statements (including consolidated financial statements) have been audited and completed by Su Tzu-Yun and Tsai Shu-Man, certified public accountants from Crowe (TW) CPAs, who have issued an audit report. The aforementioned business report, financial statements, and appropriation of profits and losses proposal have been audited and completed by the Audit Committee, which concludes that there are no significant issues. Therefore, in accordance with Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act, this report is submitted for your review.
Yours sincerely,
2026 Annual Meeting of Shareholders of Thunder Tiger Corp.
Thunder Tiger Corp.
Convener of the Audit Committee: Ko, Wen-Sheng
February 24,2026
Attachment 4
Statement of Loan Provided to Other Parties, Endorsement and Guarantee
- Loans Provided to Other Parties
DECEMBER 31, 2025
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
Table 1
THUNDER TIGER CORP. AND SUBSIDIARIES
LOANS PROVIDED TO OTHER PARTIES
| No. (Note 1) | Financing Company | Counter-party | Financial Statement Account | Related Party | Maximum Balance for the Period | Ending Balance | Amount Actually Drawn | Interest Rate | Nature for Financing (Note 2) | Transaction Amounts | Reason for Financing | Allowance for Bad Debt | Collateral | Financing Limits for Each Borrowing Company (Note 3) | Financing Company's Total Financing Amount Limits (Note 4) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | THUNDER TIGER CORP. | Thunder Tiger (Ningbo) CORP. (Note 5) | Other receivables - Other | No | 37,516 (USD 1,317) | 37,516 (USD 1,317) | 37,516 (USD 1,317) | 5.25% | 2 | - | Operating capital | 37,516 | - | - | 188,307 | 753,228 |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
(1) The company is "0".
Note 2: Relationship with the borrower is classified into the following categories:
(1) The borrower having business relationship is numbered as "1".
(2) The borrower having the needs of short-term financing is numbered as "2".
Note 3: For trading partner: Shall not exceed 10% of the Company's net worth.
Note 4: Financing company's total financing amount limits: Shall not exceed 40% the Company's net worth.
Note 5: The case of financing provided for Thunder Tiger (Ningbo) of USD$1,317.2 thousand has been filed for lawsuit and the court has initiated the trial. On July 31, 2020, the Company's requests were rejected on court of first instance. After evaluating the case, the Company recognized impairment loss for the years ended December 31, 2020, were NTD$37,516 thousand. As of December 31, 2020, the Company has recognized the impairment loss of the total amount of financing provided amounted to $37,516 thousand. The Company wrote off the accumulated impairment of the financing provided pursuant to the resolution of Board of Directors' meeting held on January 28, 2021. The Company would continue to execute the recourse of the obligation.
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2. Endorsements/Guarantees Provided
Table 2
THUNDER TIGER CORP. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
DECEMBER 31, 2025
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
| No. (Note 1) | Endorsers | Endorsees | Endorsement Limit for a Single Entity (Note 3) | Highest Balance During the Period | Ending Balance | Actual Amount Drawn | Balance Secured by Collaterals | Ratio of Accumulated Amount to net Worth of the Company | Maximum Amount of Endorsement (Note 3) | Provision of Endorsements by Parent Company to Subsidiary | Provision of Endorsements by Subsidiary to Parent Company | Provision of Endorsements to the Party in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of endorsees | Relationship (Note 2) | ||||||||||||
| () | Thunder Tiger CORP. | AE INC. | 2 | 753,228 | 67,175 (USD 2,200) | 65,354 (USD2,080) | 33,934 (USD 1,080) | - | 3.47% | 941,535 | Y | N | N |
| TTSOLUTIONS, INC. | 2 | 753,228 | 140,000 | 140,000 | 65,000 | - | 7.43% | 941,535 | Y | N | N | ||
| TTBIO CORP. | 2 | 753,228 | 70,000 | 50,000 | 10,000 | - | 2.66% | 941,535 | Y | N | N | ||
| CADCAM MARINE PTY LTD. | 2 | 753,228 | 10,000 | 10,000 | 10,000 | - | 0.53% | 941,535 | Y | N | N | ||
| 1 | TT(USA) CORP. | Thunder Tiger CORP. | 3 | 181,412 | 120,000 | 120,000 | - | - | 33.26% | 217,694 | N | Y | N |
Note 1: The description of the number column is as follows:
(1) The company is "0".
Note 2: The following code represents the relationship with the Company:
1. Trading partner.
2. Majority owned subsidiary.
3. The Company direct and indirect owns over 50% ownership of the investee company.
4. A subsidiary jointly owned over 90% by the Company.
5. Guaranteed by the Company according to the construction contract.
6. An investee company. The guarantees were provided based on the Company's proportionate share in the investee company.
7. Joint and several guaranteed by the Company according to the pre-construction contract under Consumer protection Act.
Note 3: Endorsements/guarantees provided by the Company to a single enterprise shall not exceed 40% of the Company's net worth.
The maximum amount of the endorsements/guarantees provided by the Company shall not exceed 50% of the Company's net assets.
Endorsements/guarantees provided by TTUSA to a single enterprise shall not exceed 50% of its net worth on its recent financial report.
The maximum amount of the endorsements/guarantees provided by TTUSA shall not exceed 60% of its net assets on its current financial report.
Attachment 5
Information on Investments in Mainland China in 2025
Table 7
THUNDER TIGER CORP. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
DECEMBER 31, 2025
(1) Mainland Investment Information:
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
| Investee Company | Main Businesses and Products | Total Amount of Paid-in Capital | Method of Investment | Accumulated Outflow of Investment from Taiwan as of January 1, 2025 | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2025 | Net Income (Loss) of the Investee Company | Percentage of Ownership | Share of Profit/Loss | Carrying Amount as of December 31, 2025 | Accumulated Inward Remittance of Earnings as of December 31, 2025 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Thunder Tiger (Ningbo) CORP. | Production and sales of aeronautical models, nautical models and other model car, aircraft, boats, two - stroke model engines, remote controls and other spare parts manufacturing. | $936,010 | Note 1 | $577,783 | - | - | $577,783 | - | 30% | - | Note 3 | - |
| Shanghai Thunder Tiger Solutions Trading Co., LTD. | Buying and selling commodities related to the Company's products | 2,170 | Note 5 | 2,170 | - | - | 2,170 | (494) | 100% | (494) | (1,119) | - |
| Accumulated Investment in Mainland China as of December 31, 2025 | Investment Amounts Authorized by Investment Commission, MOEA | Upper Limit on Investment | ||||||||||
| --- | --- | --- | ||||||||||
| $579,953 | $579,953 | - |
Note 1: Set up a Company with an investment of US$18,000 thousand through a third-region and reinvest in the mainland,
Note 2: Thunder Tiger (Ningbo) CORP. is denominated in US dollars.
Note 3: On March 27, 2017, the Group and Hong Kong Zhong Ze Culture Investment Holding Limited (Hong Kong Zhong Ze) entered into an equity transfer agreement to sell all shares of its subsidiary, THUNDER TIGER MODEL(BVI)CO. LTD., the Group transferred the price of the agreement to other receivables.
Note 4: The investment amount approved by the Investment Review Committee of the Ministry of Economic Affairs and the cumulative investment amount remitted from Taiwan to the mainland at the end of the current period were both US$17,750 thousand. As of December 31, 2025, all impairment losses had been recognized.
Note 5: Reinvested in the mainland with US$70 thousand through third-region companies.
Attachment 6
- To report the status of Cash Injection in 2024
In the fiscal year 2024, the company conducted a cash capital increase by issuing 10 million common shares. The Financial Supervisory Commission (FSC) approved the issuance on December 27, 2024, under Letter No. 1130365876 of the FSC Securities Department, and it became effective. A total of NT$498 million was raised through the issuance of shares. The execution progress of the funds has been completed according to plan.
Unit: NTD thousand
| Item | Execution Status | 2025Q3 | Reasons for Progress Ahead or Behind and Improvement Plans | |
|---|---|---|---|---|
| Reinforcement of Operating Funds | Amount | Budget | 323,569 | The repayment plan for financial institution borrowings was fully completed in the third quarter of fiscal year 2025, with 100% utilization of funds. The actual execution has been satisfactory, and no material abnormalities have been identified based on the assessment. |
| Actual | 323,569 | |||
| Execution Progress (%) | Budget | 100.00% | ||
| Actual | 100.00% | |||
| Repayment of Loans | Amount | Budget | 174,431 | The plan to strengthen working capital was also completed in the third quarter of fiscal year 2025, with 100% utilization of funds. The execution has proceeded smoothly, and no material abnormalities have been identified following evaluation. |
| Actual | 174,431 | |||
| Execution Progress (%) | Budget | 100.00% | ||
| Actual | 100.00% | |||
| Total | Amount | Budget | 498,000 | |
| Actual | 498,000 | |||
| Execution Progress (%) | Budget | 100.00% | ||
| Actual | 100.00% |
Description of Benefits Generated:
(1) Repayment of Financial Institution Borrowings
A. Reduction in interest expenses and financial burden
The Company repaid bank borrowings amounting to NT$323,569 thousand. Due to improved operating performance in the second quarter and increased order-driven inventory demand in the third quarter, and in order to maintain liquidity flexibility, part of the planned repayment originally scheduled for the second quarter was deferred to the third quarter. The full repayment of all borrowings was completed in the third quarter. Based on the actual repayment amount of NT$323,569 thousand and interest rates ranging from 2.22% to 3.41%, the actual interest savings for fiscal year 2025 amounted to NT$3,620 thousand, which is lower than the originally estimated NT$5,671 thousand. This variance was primarily due to the deferred repayment schedule. Going forward, the annual interest savings are expected to be NT$8,947 thousand, which remains consistent with the original projected benefits.
Unit: NT$ thousand
| Loaning institution | Interest rate (%) | Actual repayment date | Repayment amount | Interest savings | ||
|---|---|---|---|---|---|---|
| 2025Q2 | 2025Q3 | 2025 | Future years | |||
| First Commercial Bank | 2.7150% | June 25, 2025 | 10,000 | - | 136 | 272 |
| First Commercial Bank | 2.7150% | June 25, 2025 | 40,000 | - | 543 | 1,086 |
| Shin Kong Bank | 2.7400% | May 14, 2025 | 10,000 | - | 160 | 274 |
| Shin Kong Bank | 2.7400% | May 14, 2025 | 10,000 | - | 160 | 274 |
| Shin Kong Bank | 2.7400% | May 14, 2025 | 10,000 | - | 160 | 274 |
| King's Town Bank | 2.7250% | August 14, 2025 | - | 36,000 | 327 | 981 |
| Mega Bank | 2.4400% | September 19, 2025 | - | 40,000 | 244 | 976 |
| Chang Hwa Bank | 2.5750% | August 11, 2025 | - | 10,904 | 94 | 281 |
| Chang Hwa Bank | 2.5750% | August 11, 2025 | - | 6,937 | 60 | 179 |
| Bank of Shanghai | 3.2200% | June 10, 2025 | 50,000 | - | 805 | 1,610 |
| Shin Kong Bank | 2.7100% | September 26, 2025 | - | 34,348 | 233 | 931 |
| Shin Kong Bank | 2.7100% | September 26, 2025 | - | 2,547 | 17 | 69 |
| Hua Nan Bank | 2.2200% | September 26, 2025 | - | 33,833 | 188 | 751 |
| Bank of Panhsin | 3.4100% | June 20, 2025 | 29,000 | - | 494 | 989 |
| Total | 159,000 | 164,569 | 3,620 | 8,947 |
B. Strengthening the financial structure and enhancing debt repayment capacity.
Unit: %
| Item | Before capital raising (FY2024) | After capital raising (September 2025) | |
|---|---|---|---|
| Financial structure | Debt ratio (%) | 35.11 | 21.20 |
| Long-term capital to property, plant and equipment ratio (%) | 877.98 | 790.67 | |
| Debt repayment capability | Current ratio (%) | 129.53 | 302.41 |
| Quick ratio (%) | 68.90 | 174.51 |
After the capital raising was completed in the first quarter of fiscal year 2025, the Company allocated NT$323,569 thousand of the total proceeds of NT$498,000 thousand to repay bank borrowings, while NT$174,431 thousand was used to strengthen working capital.
In terms of financial structure, following the capital injection, the debt ratio decreased from 35.11% to 21.20%. The ratio of long-term capital to property, plant, and equipment slightly declined from 877.98% to 790.67%, mainly due to the increase in machinery and mold equipment.
In terms of solvency, both the current ratio and quick ratio improved significantly, rising from 129.53% and 68.90% to 302.41% and 174.51%, respectively, indicating a clear enhancement in short-term debt-servicing capability.
Overall, the repayment of bank borrowings has effectively reduced the Company's interest burden. In addition, both the financial structure and solvency have improved compared to the pre-repayment period. This has strengthened the Company's financial position, reduced operational risks, and enhanced its short-term liquidity responsiveness to external environmental fluctuations. The benefits have already become evident.
- Execution Status of the Comprehensive Business Plan for the Cash Injection in 2024.
The analysis of the company's budget and actual execution for the year 2025 is as follows:
Unit: NTD thousand
| Item | 2025 Actual | 2025 Budget | Increase (Decrease) amount | Increase (Decrease)% |
|---|---|---|---|---|
| Sales Revenue | 1,424,123 | 1,540,603 | (116,480) | 92% |
| Gross profit | 531,702 | 641,808 | (110,106) | 83% |
| Operating Expenses | 568,201 | 544,778 | 23,423 | 104% |
| Operating Income | (36,499) | 97,030 | (133,529) | -38% |
| Non- Operating Income and Expenses | 121,492 | 7,333 | 114,159 | 1,657% |
| Profit (Loss) before Income Tax | 84,993 | 104,363 | (19,370) | 81% |
| Income tax expense | (6,233) | (27,498) | 21,265 | 23% |
| Net Income (Loss) | 78,760 | 76,865 | 1,895 | 102% |
| Profit (Loss), Attribute to Parent company | 87,643 | 62,154 | 25,489 | 141% |
The consolidated profit and loss for fiscal year 2025 exceeded forecasted figures, primarily due to gains recognized from the valuation of financial instruments, which were influenced by international stock market performance.
Overall, the variance between the budget figures presented in the business plan and the actual results is considered reasonable, with no significant irregularities noted.
Unit: NTD thousand
| Item | 2023 | 2024 | 2025 | |
|---|---|---|---|---|
| Financial Information | Current assets | 1,196,852 | 1,542,876 | 1,718,828 |
| Current liabilities | 558,019 | 762,408 | 676,326 | |
| Non-Current liabilities | 283,747 | 405,407 | 324,388 | |
| Total equity | 1,196,619 | 1,288,307 | 1,883,069 | |
| Total assets | 2,178,300 | 2,631,874 | 3,066,141 | |
| Earnings per share | (0.18) | 9.03 | 12.34 | |
| Financial structure (%) | Debt Ratio | 38.64 | 44.37 | 32.64 |
| Ratio of long-term capital to property, plant and equipment | 596.41 | 431.36 | 434.58 | |
| Solvency (%) | Current ratio | 214.48 | 202.37 | 254.14 |
| Quick ratio | 98.18 | 91.24 | 103.69 |
Furthermore, upon reviewing the overall financial condition of our company, shareholder equity has increased from 1.29 million to 1.88 million. The cash capital increase not only injects the necessary funds for the company's operations but also enhances the stability of future operations. The overall financial structure and debt repayment capability of our company have also improved, which is conducive to the sustainable operation and development of the company.
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Attachment 7
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
Thunder Tiger CORP.
Opinion
We have audited the accompanying consolidated balance sheets of Thunder Tiger Corporation. and its subsidiaries (the "Group") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Independent Accountants' Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other independent accountants, 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 judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Valuation of inventory
Please refer to Note 4(8) to the consolidated financial statements for the accounting policy of inventories, Note 5(2)A for critical accounting judgments, estimates and key sources of assumption uncertainty of inventories, and Note 6(6) for inventory valuation.
Description
As of December 31, 2025, inventory was accounted for $949,755 thousand, as 30.98% of the total assets. Due to rapid changes in technology, there is a higher risk of inventory losses arising from market value decline or obsolescence. The group measure inventories at the lower of cost and net realizable value; the estimation of net value is subject to management’s judgement, and therefore highly uncertain estimates, the valuation of inventory has been identified as a key audit matter.
How our audit addressed the matter
In relation to the key audit matter above, our principal audit procedures included the test and assessment of the policy of the inventory evaluation method, included the policy of the judgement of damaged inventories; Obtaining the inventory status of the Group; Obtaining net realizable value statement of each kind of inventory prepared by management and re-performed the calculation to assess the appropriateness of the valuation for obsolescent and damaged inventories.
Realizability of deferred income tax assets
Please refer to Note 4(18) to the consolidated financial statements for the accounting policy of deferred income tax assets, Note 5(2)B for critical accounting judgements, estimates and key sources of assumption uncertainly of valuation of deferred income tax assets, and Note 6(32) for valuation of deferred income tax assets.
Description
The deferred income tax assets of the Group included unused loss carryforwards and temporary differences. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. Assessment of realizability of deferred income tax assets involves critical accounting judgements and estimates of the management, the
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valuation of deferred income tax assets has been identified as a key audit matter.
How our audit addressed the matter
In relation to the key audit matter above, our principal audit procedures included obtaining estimated income statement prepared by the management, assessing the reasonableness of its revenue growth rate, gross margin and expense rate, also analyzing the reasonableness of the estimated income statement and the trend of historical results, confirming significant temporary differences adjustment to evaluate the reasonableness of deferred income tax assets.
Other Matters
We did not audit the financial statements of associates accounted for using the equity method that are included in the consolidated financial statements as of 2025 and 2024. Those financial statements were audited by other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements is based solely on the audit reports of other independent accountants. The balances of these associates accounted for under the equity method amounted to $24,034 thousand and $21,979 thousand, representing 0.78% and 0.84% of total assets as of December 31, 2025 and 2024, respectively, and share of profits from associates and joint ventures amounted to $2,055 thousand and $4,781 thousand, representing 2.33% and 5.00% of the income before income tax for the years ended December 31, 2025 and 2024, respectively.
We have also audited the parent company only financial statements of Thunder Tiger CORP, as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion including in the other matter paragraph.
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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (inclusive of the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Independent Accountants' 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 auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not 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.
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-
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 audit team members. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Tzu Yun Su and Shu Man Tsai.
Crowe (TW) CPAs
Kaohsiung, Taiwan (Republic of China)
February 24, 2026
THUNDER TIGER CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| Assets | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 6(1) | $235,774 | 7 | $308,425 | 12 |
| Financial assets at FVTPL - current | 6(2) | 111,591 | 4 | 87,231 | 3 |
| Current financial assets at amortized cost | 6(3) | 81,699 | 3 | 86,217 | 3 |
| Notes receivable, net | 6(4) | 167 | - | 53 | - |
| Notes receivable - related parties, net | 6(4), 7 | 48,567 | 2 | 24,600 | 1 |
| Accounts receivable, net | 6(4) | 150,015 | 5 | 116,789 | 5 |
| Accounts receivable - related parties, net | 6(4), 7 | 18,263 | 1 | 18,825 | 1 |
| Other receivables | 6(5) | 1,528 | - | 9,277 | - |
| Current income tax assets | 6(32) | 31,876 | 1 | 25,731 | 1 |
| Inventories | 6(6) | 949,755 | 30 | 798,011 | 30 |
| Prepayments | 6(7) | 67,787 | 2 | 49,277 | 2 |
| Other current assets | 6(8) | 21,806 | 1 | 18,440 | 1 |
| Total current assets | 1,718,828 | 56 | 1,542,876 | 59 | |
| NONCURRENT ASSETS | |||||
| Financial assets at fair value through other comprehensive income or loss - noncurrent | 6(9) | 251,097 | 8 | 169,709 | 6 |
| Noncurrent financial assets at amortized cost | 6(3) | 17,173 | 1 | 36,790 | 1 |
| Investments accounted for using equity method | 6(10) | 24,034 | 1 | 21,979 | 1 |
| Property, plant and equipment | 6(11) | 507,954 | 17 | 392,642 | 15 |
| Right-of-use assets | 6(12) | 189,504 | 6 | 165,833 | 6 |
| Intangible assets | 6(13) | 72,032 | 2 | 72,046 | 3 |
| Deferred income tax assets | 6(32) | 70,553 | 2 | 75,561 | 3 |
| Pension assets | 6(18) | 7,778 | - | 6,705 | - |
| Other non-current assets | 6(14) | 207,188 | 7 | 147,733 | 6 |
| Total noncurrent assets | 1,347,313 | 44 | 1,088,998 | 41 | |
| TOTAL ASSETS | $3,066,141 | 100 | $2,631,874 | 100 | |
| Liabilities and Equity | |||||
| CURRENT LIABILITIES | |||||
| Short-term loans | 6(15) | $335,000 | 11 | $377,311 | 14 |
| Contract liabilities - current | 6(25) | 49,100 | 2 | 21,162 | 1 |
| Notes payable | 1,516 | - | 3,529 | - | |
| Notes payable - related parties | 7 | - | - | 2,647 | - |
| Accounts payable | 95,183 | 3 | 125,241 | 5 | |
| Accounts payable - related parties | 7 | 39 | - | 2,645 | - |
| Other payables | 6(16) | 99,461 | 3 | 90,466 | 4 |
| Other payables - related parties | 7 | 391 | - | 100 | - |
| Current income tax liabilities | 6(32) | 167 | - | 8,177 | - |
| Lease liabilities - current | 6(12) | 27,475 | 1 | 23,027 | 1 |
| Current portion of long-term loans | 6(17) | 66,195 | 2 | 106,654 | 4 |
| Other current liabilities-other | 1,799 | - | 1,449 | - | |
| Total current liabilities | 676,326 | 22 | 762,408 | 29 |
~ 34 ~
| Liabilities and Equity | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| NONCURRENT LIABILITIES | |||||
| Long-term loans | 6(17) | 135,635 | 4 | 232,669 | 9 |
| Deferred income tax liabilities | 6(32) | 11,461 | 1 | 16,901 | 1 |
| Lease liabilities - noncurrent | 6(12) | 168,344 | 6 | 145,231 | 5 |
| Net defined benefit liabilities - noncurrent | 6(18) | 3,740 | - | 3,517 | - |
| Other current liabilities - other | 5,208 | - | 7,089 | - | |
| Total noncurrent liabilities | 324,388 | 11 | 405,407 | 15 | |
| Total Liabilities | 1,000,714 | 33 | 1,167,815 | 44 | |
| EQUITY | |||||
| Share capital | 6(19) | ||||
| Ordinary shares | 1,526,298 | 50 | 1,426,298 | 54 | |
| Capital surplus | 6(20) | 772,217 | 25 | 371,098 | 14 |
| Retained earnings | 6(22) | ||||
| Unappropriated earnings | (450,287) | (15) | (535,031) | (20) | |
| Other equity | 6(23) | 34,841 | 1 | 25,942 | 1 |
| Total equity attributable to owners of the parent | 1,883,069 | 61 | 1,288,307 | 49 | |
| NON-CONTROLLING INTERESTS | 6(24) | 182,358 | 6 | 175,752 | 7 |
| Total Equity | 2,065,427 | 67 | 1,464,059 | 56 | |
| TOTAL LIABILITIES AND EQUITY | $3,066,141 | 100 | $2,631,874 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
THUNDER TIGER CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | Note | Year Ended December 31 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| OPERATING REVENUES | 6(25) | $1,424,123 | 100 | $1,245,153 | 100 |
| OPERATING COSTS | 6(6) | (892,421) | (63) | (716,153) | (58) |
| GROSS PROFIT (LOSS) | 531,702 | 37 | 529,000 | 42 | |
| OPERATING EXPENSES | |||||
| Sales and marketing | (82,778) | (6) | (76,436) | (6) | |
| General and administrative | (315,538) | (22) | (287,395) | (23) | |
| Research and development | (170,768) | (12) | (126,702) | (10) | |
| Expected credit gain (loss) | 883 | - | (5,551) | - | |
| Total operating expenses | (568,201) | (40) | (496,084) | (39) | |
| INCOME (LOSS) FROM OPERATIONS | (36,499) | (3) | 32,916 | 3 | |
| NON-OPERATING INCOME AND EXPENSES | |||||
| Interest revenue | 6(27) | 6,054 | - | 3,456 | - |
| Other income | 6(28) | 28,151 | 2 | 37,123 | 3 |
| Other gains and losses | 6(29) | 118,488 | 9 | 70,112 | 6 |
| Finance costs | 6(30) | (25,715) | (1) | (20,031) | (2) |
| Expected credit gain (loss) | 6(31) | (7,541) | (1) | (23,161) | (2) |
| Share of profits (loss) of subsidiaries, associates and joint ventures | 6(10) | 2,055 | - | 4,781 | - |
| Total non-operating income and expenses | 121,492 | 9 | 72,280 | 5 | |
| INCOME (LOSS) BEFORE INCOME TAX | 84,993 | 6 | 105,196 | 8 | |
| INCOME TAX BENEFIT (EXPENSE) | 6(32) | (6,233) | - | (29,508) | (2) |
| NET INCOME (LOSS) | 78,760 | 6 | 75,688 | 6 | |
| OTHER COMPREHENSIVE INCOME (LOSS) | 6(33) | ||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Remeasurement of defined benefit obligation | 796 | - | 1,300 | - | |
| Unrealized gain (loss) on investments in equity instruments at FVTOCI | 21,586 | 2 | (86) | - | |
| Income tax benefit (expense) related to items that will not be reclassified subsequently | (159) | - | (260) | - | |
| Items that may be reclassified subsequently to profit or loss: | |||||
| Exchange differences on translating foreign operations | (14,886) | (1) | 22,347 | 2 | |
| Income tax benefit (expense) related to items that may be reclassified subsequently to profit or loss | 2,230 | - | (3,352) | - | |
| Total other comprehensive loss, net of income tax | 9,567 | 1 | 19,949 | 2 | |
| TOTAL COMPREHENSIVE INCOME | $88,327 | 6 | $95,637 | 8 |
| Item | Note | Year Ended December 31 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| PROFIT (LOSS), ATTRIBUTABLE TO : | |||||
| Parent company owner (net profit/loss) | $87,643 | 6 | $71,759 | 5 | |
| Non-controlling interest (net profit/loss) | (8,883) | (1) | 3,929 | 1 | |
| $78,760 | 5 | $75,688 | 6 | ||
| TOTAL COMPREHENSIVE PROFIT OR LOSS IS ATTRIBUTABLE TO : | |||||
| Parent company owner (comprehensive profit and loss) | $97,229 | 7 | $91,688 | 7 | |
| Non-controlling interest (comprehensive profit and loss) | (8,902) | (1) | 3,949 | 1 | |
| $88,327 | 6 | $95,637 | 8 | ||
| EARNINGS (LOSS) PER SHARE | |||||
| Basic | 6(34) | $0.58 | $0.50 | ||
| Diluted | 6(34) | $0.58 | $0.50 |
The accompanying notes are an integral part of the consolidated financial statements.
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THUNDER TIGER CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Shareholders of the Parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Other | |||||||||
| Ordinary Shares | Capital Surplus | Retained Earnings | Exchange Differences on Translating Foreign Operations | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Total | Non-controlling interests | Total Equity | ||
| Legal Reserve | Unappropriated Earnings | ||||||||
| BALANCE AT JANUARY 1, 2024 | $ 1,426,298 | $ 371,098 | $ - | $ (607,812) | $7,526 | $ (491) | $1,196,619 | $139,915 | $ 1,336,534 |
| Net income in 2024 | - | - | - | 71,759 | - | - | 71,759 | 3,929 | 75,688 |
| Other comprehensive income (loss) in 2024, net of income tax | - | - | - | 1,022 | 18,995 | (88) | 19,929 | 20 | 19,949 |
| Total comprehensive income in 2024 | - | - | - | 72,781 | 18,995 | (88) | 91,688 | 3,949 | 95,637 |
| Non-controlling interests | - | - | - | - | - | - | - | 31,888 | 31,888 |
| BALANCE AT DECEMBER 31, 2024 | 1,426,298 | 371,098 | - | (535,031) | 26,521 | (579) | 1,288,307 | 175,752 | 1,464,059 |
| Net income in 2025 | - | - | - | 87,643 | - | - | 87,643 | (8,883) | 78,760 |
| Other comprehensive income (loss) in 2025, net of income tax | - | - | - | 687 | (12,656) | 21,555 | 9,586 | (19) | 9,567 |
| Total comprehensive income in 2025 | - | - | - | 88,330 | (12,656) | 21,555 | 97,229 | (8,902) | 88,327 |
| Capital increase in cash | 100,000 | 395,361 | - | - | - | - | 495,361 | - | 495,361 |
| Change in ownership of subsidiaries | - | (445) | - | (3,586) | - | - | (4,031) | - | (4,031) |
| Share - based payment transactions | - | 6,203 | - | - | - | - | 6,203 | 33 | 6,236 |
| Non-controlling interests | - | - | - | - | - | - | - | 15,475 | 15,475 |
| BALANCE AT DECEMBER 31, 2025 | $ 1,526,298 | $ 772,217 | $ - | $ (450,287) | $13,865 | $ 20,976 | $1,883,069 | $182,358 | $2,065,427 |
The accompanying notes are an integral part of the consolidated financial statements.
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THUNDER TIGER CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Item | Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income (loss) before income tax | $84,993 | $105,196 |
| Adjustments : | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation | 108,547 | 78,335 |
| Amortization | 12,361 | 8,231 |
| Expected credit loss | 6,658 | 28,712 |
| Gain (loss) on financial assets and liabilities at FVTPL, net | (123,976) | (17,274) |
| Interest expense | 25,715 | 20,031 |
| Interest income | (6,054) | (3,456) |
| Dividend income | (3,136) | (2,371) |
| Share - Based Benefit Compensation Cost | 6,236 | - |
| Share of loss (profit) of associates and joint ventures | (2,055) | (4,781) |
| Reclassification of prepaid equipment costs to expense | 144 | - |
| Gain on disposal and retirement of property, plant and equipment | 64 | (656) |
| Other | (518) | (723) |
| Total adjustments to reconcile profit (loss) | 23,986 | 106,048 |
| Changes in operating assets and liabilities : | ||
| Decrease (increase) in financial assets at FVTPL | 99,616 | 17,532 |
| Decrease (increase) in notes receivable | (24,081) | (15,709) |
| Decrease (increase) in accounts receivable | (31,766) | (11,715) |
| Decrease (increase) in other receivables | (11) | (1,499) |
| Decrease (increase) in inventories | (146,943) | (143,086) |
| Decrease (increase) in prepayments | (18,510) | 6,696 |
| Decrease (increase) in other current assets | (3,366) | (9,484) |
| Total changes in operating assets | (125,061) | (157,265) |
| Net changes in operating liabilities : | ||
| Increase (decrease) in contract liabilities | 27,938 | 2,924 |
| Increase (decrease) in notes payable | (4,660) | 4,033 |
| Increase (decrease) in accounts payable | (32,664) | 43,118 |
| Increase (decrease) in other payables | 9,111 | 21,926 |
| Increase (decrease) in other current liabilities | 350 | (372) |
| Increase (decrease) in net defined benefit liabilities | 57 | 43 |
| Total changes in operating liabilities | 132 | 71,672 |
| Total net changes in operating assets and liabilities | (124,929) | (85,593) |
| Total adjustments | (100,943) | 20,455 |
| Cash generated from (used in) operations | (15,950) | 125,651 |
| Interest received | 6,273 | 3,968 |
| Interest paid | (24,975) | (17,784) |
| Income tax paid | (18,749) | (33,545) |
~ 38 ~
| Item | Year Ended December 31 | |
|---|---|---|
| 2025 | ||
| ($53,401) | 2024 | |
| $78,290 | ||
| Net cash generated from (used in) operating activities | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income or loss | (59,802) | - |
| Acquisition of financial assets measured at amortized cost | 24,135 | (57,363) |
| Prepaid investment | (18,900) | - |
| Acquisition of subsidiaries (net of cash acquired) | - | 377 |
| Acquisition of property, plant and equipment | (54,951) | (24,611) |
| Proceeds from disposal of property, plant and equipment | 107 | 3,507 |
| Increase in refundable deposits | (1,069) | - |
| Decrease in refundable deposits | - | 1,718 |
| Acquisition of intangible assets | (12,347) | (15,465) |
| Increase in other non-current assets | (9,765) | - |
| Decrease in other non-current assets | - | 5,685 |
| Increase in prepayments for equipment | (172,173) | (53,591) |
| Dividends received | 3,136 | 2,371 |
| Net cash generated from (used in) investing activities | (301,629) | (80,009) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term loans | - | 111,601 |
| Decrease in short-term loans | (42,311) | - |
| Proceeds from long-term loans | 156,774 | 165,000 |
| Repayments of long-term loans | (294,521) | (138,452) |
| Repayments of lease principal | (28,207) | (20,770) |
| Decrease in other non-current liabilities | (1,474) | - |
| Capital increase in cash | 495,361 | - |
| Non-controlling interest | 11,444 | (3,112) |
| Net cash generated from (used in) financing activities | 297,066 | 114,267 |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (14,687) | 22,561 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (72,651) | 77,746 |
| CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | 308,425 | 230,679 |
| CASH AND CASH EQUIVALENTS - END OF YEAR | $ 235,774 | $ 308,425 |
The accompanying notes are an integral part of the consolidated financial statements.
Attachment 8
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders of Thunder Tiger CORP.
Opinion
We have audited the accompanying parent company only balance sheets of Thunder Tiger Corporation. (the "Company") as of 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 the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Independent Accountants' Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, 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 judgment, were of most significance in our audit of the Company's 2025 parent company financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company's 2025 parent company only financial statements are stated as follows:
Valuation of inventory
Please refer to Note 4(7) to the parent company only financial statements for the accounting policy of inventories, Note 5(2)A for critical accounting judgments, estimates and key sources of assumption uncertainty of inventories, and Note 6(6) for inventory valuation.
Description
As of December 31, 2025, inventory was accounted for $312,011 thousand, as 12.62% of the total assets. Due to rapid changes in technology, there is a higher risk of inventory losses arising from market value decline or obsolescence. The company measure inventories at the lower of cost and net realizable value; the estimation of net value is subject to management's judgement, and therefore highly uncertain estimates, the valuation of inventory has been identified as a key audit matter.
How our audit addressed the matter
In relation to the key audit matter above, our principal audit procedures included the test and assessment of the policy of the inventory evaluation method, included the policy of the judgement of damaged inventories; Obtaining the inventory status of the Company; Obtaining net realizable value statement of each kind of inventory prepared by management and re-performed the calculation to assess the appropriateness of the valuation for obsolescent and damaged inventories.
Realizability of deferred income tax assets
Please refer to Note 4(18) to the parent company only financial statements for the accounting policy of "Impairment assessment of other receivable", Note 5(2)B for critical accounting judgements, estimates and key sources of assumption uncertainty of impairment of other receivables, and Note 6(33) for Valuation of deferred income tax assets.
-42-
Description
The deferred income tax assets of the Company included unused loss carryforwards and temporary differences. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. Assessment of realisability of deferred income tax assets involves critical accounting judgements and estimates of the management, the valuation of deferred income tax assets has been identified as a key audit matter.
How our audit addressed the matter
In relation to the key audit matter above, our principal audit procedures included obtaining estimated income statement prepared by the management, assessing the reasonableness of its revenue growth rate, gross margin and expense rate, also analyzing the reasonableness of the estimated income statement and the trend of historical results, confirming significant temporary differences adjustment to evaluate the reasonableness of deferred income tax assets.
Other Matters
We did not audit the financial statements of associates accounted for using the equity method that are included in the parent company only financial statements as of 2025 and 2024. Those financial statements were audited by other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the parent company only financial statements is based solely on the audit reports of other independent accountants. The balances of these associates accounted for under the equity method amounted to $24,034 thousand and $21,979 thousand, representing 0.97% and 1.11% of total assets as of December 31, 2025 and 2024, respectively, and share of profits from associates and joint ventures amounted to $2,055 thousand and $4,781 thousand, representing 2.22% and 5.21% of the total profit and loss for the years ended December 31, 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (inclusive of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Independent Accountants' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in 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 maintain 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.
-
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 team members. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding the planned scope and timing of the audit, and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
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The engagement partners on the audit resulting in this independent auditors' report are Tzu Yun Su and Shu Man Tsai.
CROWE (TW) CPAs
Kaohsiung, Taiwan (Republic of China)
February 24, 2026
~45~
THUNDER TIGER CORP.
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| Assets | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 6(1) | $54,923 | 2 | $76,618 | 4 |
| Financial assets at FVTPL - current | 6(2) | 111,591 | 5 | 87,231 | 5 |
| Current financial assets at amortized cost | 6(3) | 30,329 | 1 | 23,914 | 1 |
| Notes receivable, net | 6(4) | 25 | - | - | - |
| Notes receivable - related parties, net | 6(4), 7 | 48,567 | 2 | 24,600 | 1 |
| Accounts receivable, net | 6(4) | 51,165 | 2 | 6,570 | - |
| Accounts receivable - related parties, net | 6(4), 7 | 19,152 | 1 | 18,958 | 1 |
| Other receivables | 6(5) | 47 | - | 7,689 | 1 |
| Other receivables - related parties | 6(5), 7 | 5,991 | - | 5,093 | - |
| Current income tax assets | 6(33) | 350 | - | 210 | - |
| Inventories | 6(6) | 312,011 | 13 | 201,734 | 10 |
| Prepayments | 6(7) | 47,850 | 2 | 26,988 | 1 |
| Other current assets | 6(8) | 7,633 | - | 9,012 | 1 |
| Total current assets | 689,634 | 28 | 488,617 | 25 | |
| NONCURRENT ASSETS | |||||
| Financial assets at fair value through other comprehensive income or loss - noncurrent | 6(9) | $250,682 | 10 | $169,420 | 9 |
| Noncurrent financial assets at amortized cost | 6(3) | 7,157 | - | 27,512 | 1 |
| Investments accounted for using equity method | 6(10) | 754,264 | 31 | 733,345 | 37 |
| Property, plant and equipment | 6(11) | 277,113 | 11 | 183,174 | 9 |
| Right-of-use assets | 6(12) | 101,123 | 4 | 59,292 | 3 |
| Investment properties, net | 6(13) | 131,972 | 5 | 115,769 | 6 |
| Intangible assets | 6(14) | 19,701 | 1 | 17,532 | 1 |
| Deferred income tax assets | 6(33) | 37,343 | 2 | 42,437 | 2 |
| Pension assets | 6(20) | 7,778 | - | 6,705 | - |
| Other non-current assets | 6(15) | 195,771 | 8 | 141,642 | 7 |
| Total noncurrent assets | 1,782,904 | 72 | 1,496,828 | 75 | |
| TOTAL ASSETS | $2,472,538 | 100 | $1,985,445 | 100 | |
| Liabilities and Equity | |||||
| CURRENT LIABILITIES | |||||
| Short-term loans | 6(16) | $185,000 | 7 | $203,311 | 10 |
| Contract liabilities - current | 6(26) | 42,200 | 2 | 6,769 | 1 |
| Notes payable - related parties | 7 | - | - | 2,647 | - |
| Accounts payable | 12,071 | 1 | 24,460 | 1 | |
| Accounts payable - related parties | 7 | 18,122 | 1 | 23,193 | 1 |
| Other payables | 6(17) | 29,903 | 1 | 26,214 | 1 |
| Other payable - related parties | 7 | 3,918 | - | 1,792 | - |
| Lease liabilities - current | 6(12) | 17,835 | 1 | 12,283 | 1 |
| Current portion of long-term loans | 6(19) | 30,829 | 1 | 66,763 | 3 |
| Other current liabilities - other | 6(18) | 9,847 | - | 9,781 | 1 |
| Total current liabilities | 349,725 | 14 | 377,213 | 19 |
~46~
~47~
| Liabilities and Equity | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| NONCURRENT LIABILITIES | |||||
| Long-term loans | 6(19) | $59,282 | 2 | $156,227 | 8 |
| Deferred income tax liabilities | 6(33) | 10,831 | - | 16,052 | 1 |
| Lease liabilities - noncurrent | 6(12) | 144,501 | 6 | 113,041 | 5 |
| Other non-current liabilities - other | 6(18) | 25,130 | 2 | 34,605 | 2 |
| Total noncurrent liabilities | 239,744 | 10 | 319,925 | 16 | |
| Total Liabilities | 589,469 | 24 | 697,138 | 35 | |
| EQUITY | |||||
| Share capital | 6(21) | 1,526,298 | 62 | 1,426,298 | 72 |
| Ordinary shares | 772,217 | 31 | 371,098 | 19 | |
| Capital surplus | 6(22) | (450,287) | (18) | (535,031) | (27) |
| Retained earnings | 6(24) | 34,841 | 1 | 25,942 | 1 |
| Unappropriated earnings | 1,883,069 | 76 | 1,288,307 | 65 | |
| Other equity | 6(25) | $2,472,538 | 100 | $1,985,445 | 100 |
| Total Equity | |||||
| TOTAL LIABILITIES AND EQUITY |
The accompanying notes are an integral part of the parent company only financial statements.
THUNDER TIGER CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | Note | Year Ended December 31 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| OPERATING REVENUES | 6(26) | $385,564 | 100 | $141,054 | 100 |
| OPERATING COSTS | 6(6) | (288,713) | (75) | (111,633) | (79) |
| GROSS PROFIT (LOSS) | 96,851 | 25 | 29,421 | 21 | |
| UNREALIZED GROSS PROFIT ON SALES TO SUBSIDIARIS AND ASSOCIATES | (192) | - | (219) | - | |
| REALIZED GROSS PROFIT ON SALES TO SUBSIDIARIS AND ASSOCIATES | 219 | - | 214 | - | |
| GROSS PROFIT (LOSS), NET | 96,878 | 25 | 29,416 | 21 | |
| OPERATING EXPENSES | |||||
| Sales and marketing | (12,557) | (3) | (8,186) | (6) | |
| General and administrative | (94,880) | (25) | (79,701) | (56) | |
| Research and development | (107,492) | (27) | (62,835) | (45) | |
| Expected credit gain (loss) | 1,851 | - | (2,759) | (2) | |
| Total operating expenses | (213,078) | (55) | (153,481) | (109) | |
| INCOME (LOSS) FROM OPERATIONS | (116,200) | (30) | (124,065) | (88) | |
| NON-OPERATING INCOME AND EXPENSES | |||||
| Interest income | 6(28) | 2,410 | 1 | 818 | 1 |
| Other income | 6(29) | 135,425 | 35 | 119,440 | 85 |
| Other gains and losses | 6(30) | 125,276 | 32 | 61,850 | 44 |
| Finance costs | 6(31) | (14,247) | (3) | (11,741) | (8) |
| Expected credit gain (loss) | 6(32) | (7,541) | (2) | (23,161) | (17) |
| Share of profits (loss) of subsidiaries, associates and joint ventures | 6(10) | (34,064) | (9) | 57,195 | 40 |
| Total non-operating income and expenses | 207,259 | 54 | 204,401 | 145 | |
| INCOME (LOSS) BEFORE INCOME TAX | 91,059 | 24 | 80,336 | 57 | |
| INCOME TAX BENEFIT (EXPENSE) | 6(33) | (3,416) | (1) | (8,577) | (6) |
| NET INCOME (LOSS) | 87,643 | 23 | 71,759 | 51 | |
| OTHER COMPREHENSIVE INCOME (LOSS) | 6(34) | ||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Remeasurement of defined benefit obligation | 962 | - | 1,246 | 1 | |
| Unrealized gain (loss) on investments in equity instruments at FVTOCI | 21,502 | 5 | (90) | - | |
| Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures | (30) | - | 27 | - | |
| Income tax benefit (expense) related to items that will not be reclassified subsequently to profit or loss | (192) | - | (249) | - | |
| Items that may be reclassified subsequently to profit or loss: |
| Item | Note | Year Ended December 31 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| Exchange differences on translating foreign operations | (14,886) | (4) | 22,347 | 16 | |
| Income tax benefit (expense) related to items that may be reclassified subsequently to profit or loss | 2,230 | 1 | (3,352) | (3) | |
| Total other comprehensive loss, net of income tax | 9,586 | 2 | 19,929 | 14 | |
| TOTAL COMPREHENSIVE INCOME | $97,229 | 25 | $91,688 | 65 | |
| EARNINGS PER SHARE | |||||
| Basic | 6(35) | $0.58 | $0.50 | ||
| Diluted | 6(35) | $0.58 | $0.50 |
The accompanying notes are an integral part of the parent company only financial statements.
~49~
THUNDER TIGER CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| Retained Earnings | Other | ||||||
|---|---|---|---|---|---|---|---|
| Exchange | Unrealized Gain (Loss) | ||||||
| Differences on | on Financial Assets at | ||||||
| Ordinary Shares | Capital Surplus | Legal Reserve | Unappropriated Earnings | Translating Foreign Operations | Fair Value Through Other Comprehensive Income | Total Equity | |
| BALANCE AT JANUARY 1, 2024 | $ 1,426,298 | $ 371,098 | $ - | (607,812) | $ 7,526 | $ (491) | $ 1,196,619 |
| Net income in 2024 | - | - | - | 71,759 | - | - | 71,759 |
| Other comprehensive income (loss) in 2024, net of income tax | - | - | - | 1,022 | 18,995 | (88) | 19,929 |
| Total comprehensive income in 2024 | - | - | - | 72,781 | 18,995 | (88) | 91,688 |
| BALANCE AT DECEMBER 31, 2024 | 1,426,298 | 371,098 | - | (535,031) | 26,521 | (579) | 1,288,307 |
| Net income in 2025 | - | - | - | 87,643 | - | - | 87,643 |
| Other comprehensive income (loss) in 2025, net of income tax | - | - | - | 687 | (12,656) | 21,555 | 9,586 |
| Total comprehensive income in 2025 | - | - | - | 88,330 | (12,656) | 21,555 | 97,229 |
| Capital increase in cash | 100,000 | 395,361 | - | - | - | - | 495,361 |
| Change in ownership of subsidiaries | - | (390) | - | (3,586) | - | - | (3,976) |
| Share - based payment transactions | - | 6,148 | - | - | - | - | 6,148 |
| BALANCE AT DECEMBER 31, 2025 | $ 1,526,298 | $ 772,217 | $ - | $ (450,287) | $ 13,865 | $ 20,976 | $ 1,883,069 |
The accompanying notes are an integral part of the parent company only financial statements.
~50~
THUNDER TIGER CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Item | Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $91,059 | $80,336 |
| Adjustments : | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation | 53,580 | 30,333 |
| Amortization | 6,875 | 4,922 |
| Expected credit loss | 5,690 | 25,920 |
| Gain (loss) on financial assets and liabilities at FVTPL, net | 20,253 | (17,274) |
| Interest expense | 14,247 | 11,741 |
| Interest income | (2,410) | (818) |
| Dividend income | (3,136) | (2,371) |
| Share - Based Benefit Compensation Cost | 6,148 | - |
| Share of loss (profit) of subsidiaries, associates and joint ventures | 34,064 | (57,195) |
| Gain on disposal and retirement of property, plant and equipment | - | (599) |
| Transfer of property, plant and equipment to expenses | 144 | - |
| Unrealized gross profit on sales to subsidiaries and associates | 192 | 219 |
| Realized gross profit on sales to subsidiaries and associates | (219) | (214) |
| Advance receipts of authorized trademark patent payment | (9,524) | (9,524) |
| Other | (1,811) | (2,017) |
| Total adjustments to reconcile profit (loss) | 124,093 | (16,877) |
| Changes in operating assets and liabilities : | ||
| Decrease (increase) in financial assets at FVTPL | (44,613) | 17,532 |
| Decrease (increase) in notes receivable | (23,992) | (15,701) |
| Decrease (increase) in accounts receivable | (42,938) | (16,530) |
| Decrease (increase) in other receivables | (794) | (1,932) |
| Decrease (increase) in inventories | (105,797) | (101,053) |
| Decrease (increase) in prepayments | (20,862) | 7,545 |
| Decrease (increase) in other current assets | 1,379 | (5,464) |
| Total changes in operating assets | (237,617) | (115,603) |
| Net changes in operating liabilities : | ||
| Increase (decrease) in contract liabilities | 35,431 | 4,455 |
| Increase (decrease) in notes payable | (2,647) | 2,647 |
| Increase (decrease) in accounts payable | (17,460) | 39,881 |
| Increase (decrease) in other payables | 5,974 | 8,483 |
| Increase (decrease) in other current liabilities | 66 | 66 |
| Total changes in operating liabilities | 21,364 | 55,532 |
| Total net changes in operating assets and liabilities | (216,253) | (60,071) |
| Total adjustments | (92,160) | (76,948) |
| Cash generated from (used in) operations | (1,101) | 3,388 |
| Interest received | 2,407 | 2,077 |
| Interest paid | (14,223) | (10,880) |
| Income tax paid | (1,645) | (1,395) |
| Net cash generated from (used in) operating activities | (14,562) | (6,810) |
| Year Ended December 31 | ||
|---|---|---|
| Item | 2025 | 2024 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at fair value through other comprehensive income or loss | ($59,760) | $0 |
| Acquisition of financial assets at amortised cost | 13,940 | (6,376) |
| Acquisition of investments accounted for using equity method | (75,848) | (52,500) |
| Increase in prepayments for investments | (18,900) | - |
| Acquisition of property, plant and equipment | (18,623) | (4,503) |
| Proceeds from disposal of property, plant and equipment | - | 3,450 |
| Increase in refundable deposits | (902) | - |
| Decrease in refundable deposits | - | 1,383 |
| Acquisition of intangible assets | (9,044) | (12,272) |
| Decrease in other non-current assets | (8,962) | 4,574 |
| Increase in prepayments for equipment | (162,866) | (52,453) |
| Dividends received | 6,885 | 6,475 |
| Net cash generated from (used in) investing activities | (334,080) | (112,222) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term loans | - | 77,311 |
| Decrease in short-term loans | (18,311) | - |
| Proceeds from long-term loans | 104,070 | 145,000 |
| Repayments of long-term loans | (237,070) | (77,133) |
| Repayments of lease principal | (17,103) | (11,924) |
| Capital increase in cash | 495,361 | - |
| Net cash generated from (used in) financing activities | 326,947 | 133,254 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (21,695) | 14,222 |
| CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | 76,618 | 62,396 |
| CASH AND CASH EQUIVALENTS - END OF YEAR | $ 54,923 | $ 76,618 |
The accompanying notes are an integral part of the parent company only financial statements.
Attachment 9
Thunder Tiger Corp. Deficit Compensation Statement 2025
(Unit: NTD$)
| Items | Total |
|---|---|
| Accumulated deficit of prior years | (535,031,549) |
| + (-): 2025 net income after tax | 87,643,513 |
| + (-):Actuarial income on defined benefit plan recognized in retained earnings | 687,000 |
| + (-):Adjustment to retained earnings due to equity method investment, or decrease in net asset value due to failure to subscribe to new shares issued by associates in proportion to shareholding in 2025 | (3,586,123) |
| Deficit yet to be compensated – at the end of 2025 | (450,287,159) |
| Items for compensating deficit: | |
| Legal reserves | - |
| Special reserves | - |
| Additional paid-in capital | - |
| Deficit yet to be compensated | (450,287,159) |
Attachment 10
Thunder Tiger Corp.
Comparison Table of Amendments to Articles of Incorporation
| Provision before amendment | Provision after amendment | Description of amendment |
|---|---|---|
| Article 2 | ||
| The scope of business operations of the Company is as follows: | ||
| Items 1 to 16 (Omitted). | ||
| 17.CC01101 Manufacturing of telecommunications regulatory RF equipment. | ||
| 18.CC01990 Manufacturing of other electrical and electronic machinery and equipment. | ||
| 19.CF01011 Manufacturing of medical equipment. | ||
| 20.F108031 Wholesale of medical equipment. | ||
| 21.CD01050 Manufacturing of bicycles and their parts. | ||
| 22.F401021 Input industry of telecommunications regulatory RF equipment. | ||
| 23.C805990 – Manufacturing of Other Plastic Products | ||
| 24.ZZ99999 – Business activities not requiring special permits and not otherwise prohibited or restricted by law | Article 2 | |
| The scope of business operations of the Company is as follows: | ||
| Items 1 to 16 (Omitted). | ||
| 17.CC011010 Manufacturing of telecommunications regulatory RF equipment. | ||
| 18.CC01990 Manufacturing of other electrical and electronic machinery and equipment. | ||
| 19.CF01011 Manufacturing of medical equipment. | ||
| 20.F108031 Wholesale of medical equipment. | ||
| 21.CD01050 Manufacturing of bicycles and their parts. | ||
| 22.F401021 Input industry of telecommunications regulatory RF equipment. | ||
| 232.C805990 – Manufacturing of Other Plastic Products | ||
| 23.CD01060 Aircraft and aircraft parts manufacturing industry. | ||
| 24.CD01990 Other transportation equipment and parts manufacturing industry. | ||
| 25.F114070 Aircraft and aircraft parts wholesale industry. | ||
| 26.F114990 Other transportation equipment and parts wholesale industry. | ||
| 27.F214070 Aircraft and aircraft parts retail industry. | ||
| 28.F214990 Other transportation equipment and parts retail industry. | The numbering has been updated. |
With the implementation of the Telecommunications Management Act on July 1, 2020, the National Communications Commission (NCC) has amended relevant regulations, removing the licensing requirements for the “import of controlled telecommunications radio-frequency equipment.” The original business item code F401021 has been deleted and replaced with a simplified import-specific permit number management system, |
| | 29.E701030 Installation engineering of controlled telecommunications radio-frequency equipment.
30.I101100 Aviation consulting industry.
31.I301010 Software services industry.
32.F399040 Non-store retail industry.
33.I301020 Data processing services industry
34.I101120 Shipbuilding consulting industry.
35.CD01010 Ship and ship parts manufacturing industry.
36.F114060 Ship and ship parts wholesale industry.
37.F214060 Ship and ship parts retail industry
2438.ZZ99999 – Business activities not requiring special permits and not otherwise prohibited or restricted by law | streamlining the procedures for enterprises importing equipment for R&D and testing purposes. |
| --- | --- | --- |
| Article 5
The total capital of the Company is set at NTD 200 million, divided into 200 million shares with a par value of NTD 10 per share, to be issued in stages. The Company's shares may be issued without printing stock certificates, but shall be registered with a securities centralized depository institution. Matters related to the issuance of shares shall be determined by the Board of Directors. The Company reserves NTD 80 million of the aforementioned capital for the issuance of employee stock option certificates, totaling 8 million shares with a par value of NTD 10 | Article 5
The total capital of the Company is set at NTD 2300 million, divided into 2300 million shares with a par value of NTD 10 per share, to be issued in stages. The Company's shares may be issued without printing stock certificates, but shall be registered with a securities centralized depository institution. Matters related to the issuance of shares shall be determined by the Board of Directors. The Company reserves NTD 80 million of the aforementioned capital for the issuance of employee stock option certificates, totaling 8 million shares with a par value of NTD 10 per share. The issuance of such | To increase the Company's authorized capital in order to enhance financial flexibility and support future investment and business expansion needs. |
~55~
| per share. The issuance of such shares shall be determined by the Board of Directors in accordance with applicable laws and regulations.
Article 30 (Omitted) | shares shall be determined by the Board of Directors in accordance with applicable laws and regulations.
Article 30 (Omitted)
The 38th amendment was made on May 14, 2026. | The date of this amendment has been added accordingly. |
| --- | --- | --- |
~56~
Appendix 1
Thunder Tiger Corp.
Rules of Procedure for Shareholder Meetings
2024.03.12 Board Proposal
2024.06.24 Shareholders' Meeting Approved
| Article | |
|---|---|
| Article 1 | In order to establish a sound corporate governance system, strengthen supervisory functions, and enhance management efficiency of the Company, this rule is hereby formulated in accordance with the provisions of the Company's corporate governance system for compliance purposes. |
| Article 2 | The rules of procedure for the Company's shareholders' meeting shall be governed by the provisions of this rule, except where otherwise provided by laws or the Articles of Incorporation. |
| Article 3 | The Board of Directors shall convene the shareholders' meeting unless otherwise stipulated by laws and regulations. |
| Any changes to the methods of convening the shareholders' meeting shall be decided by the Board of Directors and shall be made no later than the issuance of the shareholders' meeting notice. | |
| The Company shall prepare electronic files of the shareholders' meeting notice, proxy forms, relevant proposals, discussion topics, election or dismissal of directors and supervisors, and other agenda items, as well as explanatory materials, and transmit them to the Public Information Observation System no later than 30 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting. The shareholders' meeting manual and supplementary materials shall be prepared as electronic files and transmitted to the Public Information Observation System no later than 21 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting. The shareholders' meeting manual and supplementary materials for the current meeting shall be available for shareholders' access 15 days before the shareholders' meeting and shall be displayed at the Company and the appointed professional share transfer agency. They shall also be distributed at the shareholders' meeting venue. However, if the Company's paid-in capital as of the end of the most recent fiscal year exceeds NT$1 billion or if the aggregate shareholding percentage of foreign and Mainland China investors listed in the shareholders' register as of the most recent fiscal year's regular shareholders' meeting reaches 30% or more, the electronic files shall be transmitted at least 30 days before the regular shareholders' meeting. The shareholders' meeting manual and supplementary materials for the current meeting shall be available for shareholders' access 15 days before the shareholders' meeting and shall be displayed at the Company and the appointed professional share transfer agency. | |
| The shareholders shall have access to the shareholders' meeting manual and supplementary materials on the day of the shareholders' meeting in the following ways: | |
| a) In the case of a physical shareholders' meeting, they shall be |
~58~
| Article |
|---|
| distributed at the shareholders' meeting venue. |
| b) In the case of a video-assisted shareholders' meeting, they shall be distributed at the shareholders' meeting venue and provided through the video conferencing platform in electronic format. |
| c) In the case of a virtual shareholders' meeting, they shall be transmitted in electronic format to the virtual meeting platform. |
| Notices and announcements shall specify the purpose of the meeting, and with the consent of the concerned parties, may be made electronically. |
| Matters related to the election or dismissal of directors, amendment of the Articles of Incorporation, capital reduction, application for suspension of public issuance, permission for directors' non-competition, capitalization of retained earnings, capitalization of statutory reserve, dissolution of the Company, merger, division, matters specified in Article 185-1, Article 43-6, Article 56-1, and Article 60-2 of the Securities and Exchange Act, and matters related to the issuance and offering of securities under the Guidelines for the Handling of Fundraising and Issuance of Securities by Issuers shall be listed and described in the meeting notice and may not be proposed as an ad hoc motion. |
| The meeting notice shall explicitly state the purpose of the meeting, including the comprehensive election of directors, and the date of assumption of office. After the completion of the director election at the shareholders' meeting, the date of assumption of office may not be changed through an ad hoc motion or any other means during the same meeting. |
| Shareholders holding more than one percent of the total issued shares may propose agenda items for the regular shareholders' meeting, with a limit of one item per proposal. If there are more than one proposal, they shall not be included in the agenda. Furthermore, proposals submitted by shareholders falling under any of the circumstances specified in Article 172-1, paragraph 4, of the Company Act may not be included as agenda items unless approved by the Board of Directors. |
| Shareholders may submit advisory proposals aimed at urging the Company to enhance public interest or fulfill social responsibilities. The procedures for such proposals shall follow the relevant provisions of Article 172-1, paragraph 1, of the Company Act, with a limit of one proposal per shareholder. Proposals exceeding one item shall not be included in the agenda. |
| The Company shall announce, before the date of the regular shareholders' meeting, the acceptance of shareholder proposals, the methods of written or electronic submission, the places and periods of acceptance. The period of acceptance shall not be less than ten days. |
| Shareholder proposals shall be limited to 300 words. If they exceed 300 words, the proposal shall not be included in the agenda. The shareholder who proposed the item shall attend the shareholders' meeting in person or through a representative and participate in the discussion of the proposal. |
| The Company shall notify the shareholder who proposed the item of the processing results before the date of the shareholders' meeting and include the proposals that comply with the provisions of this Article in the meeting notice. The reasons for not including a proposal in the agenda shall be explained by the Board of Directors at the shareholders' meeting. |
| Article | |
|---|---|
| Please note that the above translation is a general interpretation of the text and may not capture all the nuances of the original content. | |
| Article 4 | Shareholders may issue a proxy letter issued by the Company for each shareholders' meeting, stating the scope of authorization, the authorized representative, and the attendance of the shareholders' meeting. |
Each shareholder may issue only one proxy letter, appointing one person as the proxy. The proxy letter should be delivered to the Company at least five days before the shareholders' meeting. In case of duplicate proxy letters, the one that is received first shall prevail. However, the proxy letter from a shareholder who has declared its revocation is not subject to this time limit.
After delivering the proxy letter to the Company, if a shareholder wishes to attend the shareholders' meeting in person or exercise the voting rights in writing or electronically, a notice to revoke the proxy should be submitted to the Company in writing at least two days before the shareholders' meeting. If the revocation is submitted after the deadline, the voting rights exercised by the proxy shall prevail.
After delivering the proxy letter to the Company, if a shareholder wishes to attend the shareholders' meeting via video conference, a notice to revoke the proxy should be submitted to the Company in writing at least two days before the shareholders' meeting. If the revocation is submitted after the deadline, the voting rights exercised by the proxy shall prevail. |
| Article 5 | The shareholders' meeting should be held at the Company's registered office or at a convenient location for shareholders to attend and suitable for holding the meeting. The meeting start time should not be earlier than 9:00 AM or later than 3:00 PM. The choice of the meeting location and time should take into account the opinions of independent directors.
When the Company convenes a virtual shareholders' meeting, it is not subject to the aforementioned restrictions on the meeting location. |
| Article 6 | The company shall include in the meeting notice the reporting time and location for shareholders, solicitors, and entrusted agents (hereinafter referred to as "shareholders"), as well as other important matters to note.
The reporting time for shareholders shall be at least thirty minutes before the start of the meeting and the reporting location shall be clearly marked and staffed by competent personnel. In the case of a video conference for the shareholders' meeting, shareholders who complete the reporting process on the shareholders' video conference platform at least thirty minutes before the meeting starts shall be deemed as personally attending the shareholders' meeting.
Shareholders should attend the shareholders' meeting by presenting their attendance certificate, attendance registration card, or other attendance documents. The company shall not arbitrarily request additional proof of attendance from shareholders based on the provided documents. Solicitors who are soliciting proxies shall carry their identification documents for verification purposes.
The company should establish a sign-in book for shareholders to register their attendance, or shareholders may submit their attendance registration card for |
| Article |
|---|
| proxy sign-in. |
The company should provide the agenda, annual report, attendance certificate, speaking slips, voting ballots, and other meeting materials to attending shareholders. In the case of director elections, separate ballots should be attached.
When the government or a legal entity is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a legal entity is entrusted to attend the shareholders' meeting, only one person can be designated to represent them.
For a shareholders' meeting conducted via video conference, shareholders who wish to attend through video conferencing should register with the company at least two days before the meeting.
For a shareholders' meeting conducted via video conference, the company should upload the agenda, annual report, and other relevant materials to the shareholders' video conference platform at least thirty minutes before the meeting starts, and continue to disclose them until the end of the meeting. |
| Article 6-1
When convening a virtual shareholders' meeting, the company shall include the following in the notice of meeting:
Methods for shareholders to participate in and exercise their rights in the virtual meeting.
Measures to address obstacles arising from natural disasters, incidents, or other force majeure events that impede the virtual meeting platform or participation via virtual means. These measures shall include at least the following:
(a) If the obstacles persist and the meeting needs to be postponed or continued, the new date for the postponed or continued meeting.
(b) Shareholders who were not registered for virtual participation in the original shareholders' meeting shall not be allowed to participate in the postponed or continued meeting.
(c) If a virtual adjunct shareholders' meeting is convened and the virtual meeting cannot be continued, after deducting the shares represented by shareholders who participated via virtual means, if the total shares represented in attendance at the meeting still meet the legal quorum requirement for the shareholders' meeting, the meeting shall proceed, and the shares represented by shareholders participating via virtual means shall be counted towards the total shares represented. For all the agenda items of that shareholders' meeting, their votes shall be deemed as abstentions.
(d) Procedures for cases where all agenda items have been announced with results and no ad hoc resolutions have been proposed.
When convening a virtual shareholders' meeting, appropriate alternative measures to facilitate shareholders who encounter difficulties in participating via virtual means shall be provided. |
| Article 7
If the shareholders' meeting is convened by the board of directors, the chairman of the board shall preside over the meeting. In the absence or |
| Article |
|---|
| inability of the chairman to exercise their duties, the vice chairman shall act as the proxy. If there is no vice chairman or the vice chairman is also absent or unable to exercise their duties, the chairman shall designate one executive director as the proxy. If there is no executive director, the chairman shall designate one director as the proxy, and if the chairman does not designate a proxy, the executive directors or directors shall mutually select one person as the proxy. |
| The chairman mentioned in the preceding paragraph should be an executive director or a director who has served for at least six months and has an understanding of the company's financial and operational conditions. The same applies to the representative of a corporate director. |
| In a shareholders' meeting convened by the board of directors, the chairman should personally preside over the meeting, and there should be a majority of the directors, at least one supervisor, and at least one representative from each type of functional committee in attendance. The attendance should be recorded in the minutes of the shareholders' meeting. |
| If the shareholders' meeting is convened by a person other than the board of directors, the chairman shall be appointed by that person. If there are two or more convening persons, they should mutually select one person as the chairman. |
| The company may appoint appointed lawyers, accountants, or relevant personnel to attend the shareholders' meeting. |
| Article 8 |
| The company should record the entire process of shareholder registration, meeting proceedings, and voting process continuously and uninterrupted through audio and video recording from the start of shareholder registration. |
| The aforementioned audio and video data should be retained for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, the data should be retained until the conclusion of the litigation. |
| In the case of a shareholders' meeting conducted through video conferencing, the company should keep records of registration, enrollment, attendance, inquiries, voting, and the company's vote counting results. The entire video conference should be continuously and uninterrupted recorded. |
| The company should properly preserve the aforementioned data, audio recordings, and video recordings during the retention period, and provide the entrusted party responsible for video conference affairs with the recordings. |
| In the case of a shareholders' meeting conducted through video conferencing, the company should also record the operations of the video conferencing platform's backstage interface. |
| Article 9 |
| Shareholder attendance at the meeting should be based on the number of shares. The number of attending shares shall be calculated based on the signature book, submitted attendance cards, and the reported shares on the video conferencing platform, including the shares for which voting rights have been exercised in written or electronic form. |
| Once the meeting time has arrived, the chairperson should promptly announce the start of the meeting and simultaneously disclose relevant |
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| information such as the number of votes without voting rights and the total shares in attendance. |
| However, if there are not enough representatives present who represent more than half of the total issued shares, the chairperson may announce a postponement of the meeting. The meeting may be postponed up to two times, with a total delay time not exceeding one hour. If after two postponements there are still not enough representatives present who represent more than one-third of the total issued shares, the chairperson may declare the meeting adjourned. In the case of a shareholders' meeting conducted through video conferencing, the company should also announce the adjournment on the video conferencing platform. |
| If after two postponements there are still not enough representatives present as required, but there are representatives present who represent more than one-third of the total issued shares, the chairperson may make a fictitious resolution in accordance with Article 175, Paragraph 1 of the Company Law. The fictitious resolution should be notified to all shareholders, and a new shareholders' meeting should be convened within one month. In the case of a shareholders' meeting conducted through video conferencing, shareholders who wish to attend via video conferencing should re-register with the company according to Article 6. |
| Before the conclusion of the current meeting, if the represented shares by attending shareholders reach more than half of the total issued shares, the chairperson may submit the fictitious resolution for a vote at the shareholders' meeting in accordance with Article 174 of the Company Law. |
| Article 10 |
| If the shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors, and all relevant proposals (including amendments to the original proposal and ad hoc proposals) shall be voted on separately. The meeting shall proceed in accordance with the scheduled agenda, and no changes shall be made without the resolution of the shareholders' meeting. |
| If the shareholders' meeting is convened by a person other than the board of directors with the right to convene, the provisions of the preceding paragraph shall apply. |
| Before the agenda scheduled in the first two paragraphs is completed (including ad hoc proposals), the chairman shall not adjourn the meeting without a resolution. If the chairman violates the rules of procedure and adjourns the meeting, other members of the board of directors shall promptly assist the shareholders present to elect, in accordance with the statutory procedures, a person as chairman with the consent of a majority of the voting rights present and continue the meeting. |
| The chairman shall provide sufficient explanation and discussion opportunities for the proposals and amendments or ad hoc proposals raised by the shareholders, and may announce the suspension of discussion and arrange appropriate voting time when he/she considers that the voting stage has been reached. |
| Article 11 |
| Prior to speaking at the shareholders' meeting, attendees must fill out a speech slip stating the main points of their speech, their shareholder account number (or attendance certificate number), and the account holder's name. |
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| The chairperson will determine the order in which the speeches will be given. |
If a shareholder is in attendance but only provides a speech slip and does not speak, they will be considered as not having spoken. If the content of the speech does not match the content of the speech slip, the content of the speech will be taken as the official version.
For each shareholder, the chairperson must approve no more than two speeches for the same agenda item, each speech not to exceed five minutes. However, the chairperson may stop a shareholder's speech if it violates the rules or goes beyond the scope of the agenda item.
During a shareholder's speech, other shareholders may not speak or disrupt the meeting without the approval of the chairperson and the speaking shareholder.
If a legal entity shareholder assigns two or more representatives to attend the shareholders' meeting, only one representative may speak for each agenda item.
After a shareholder speaks, the chairperson may respond in person or designate relevant personnel to do so.
For shareholders' meetings held via video conferencing, shareholders participating through the video conference may submit written questions via the conference platform before the announcement of adjournment, with a limit of two questions per agenda item and a limit of 200 words per question. Items 1 through 5 above do not apply to these questions.
If the written questions in the preceding paragraph do not violate the rules or go beyond the scope of the agenda item, they should be disclosed on the shareholders' meeting video conference platform for information purposes. |
| Article 12
Voting at shareholder meetings shall be based on the number of shares held by each shareholder.
For resolutions passed at shareholder meetings, the number of shares held by shareholders without voting rights shall not be included in the total number of shares issued.
Shareholders who have a conflict of interest with respect to the matters to be discussed at the meeting and may be harmful to the interests of the company may not participate in the voting and may not exercise their voting rights on behalf of other shareholders.
The number of shares for which voting rights are not exercised pursuant to the preceding paragraph shall not be counted as voting rights of the attending shareholders.
Except for trust businesses or share transfer agencies approved by the competent securities authority, when one person is entrusted by two or more shareholders at the same time, the voting rights exercised by the agent shall not exceed 3% of the total voting rights of the issued shares, and any excess voting rights shall not be counted. |
| Article 13
Each shareholder has one voting right per share, except those with restricted voting rights or those listed in Article 179, Paragraph 2 of the Company Law. |
Article
When the Company convenes a shareholders' meeting, shareholders shall exercise their voting rights electronically and in writing. The method of exercising their voting rights in writing or electronically shall be specified in the notice of the shareholders' meeting. Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person. However, for ad-hoc proposals and amendments to the original proposal, they shall be deemed to have abstained, and therefore, the Company should avoid proposing ad-hoc proposals and amendments to the original proposal.
Shareholders who exercise their voting rights in writing or electronically should deliver their intention to the Company two days before the shareholders' meeting. In the case of duplicate intentions, the first one delivered shall prevail. However, those who have revoked their intentions before the declaration will not be subject to this limit.
If shareholders who have exercised their voting rights in writing or electronically wish to attend the shareholders' meeting in person or via video conferencing, they should revoke their exercise of voting rights in the same manner as stated above two days before the shareholders' meeting. Those who fail to do so will be deemed to have exercised their voting rights in writing or electronically. If shareholders exercise their voting rights in writing or electronically and appoint a proxy to attend the shareholders' meeting, the proxy's exercise of voting rights shall prevail.
Unless otherwise provided by the Company Law and the Company's Articles of Association, the adoption of a resolution shall be by the affirmative vote of more than half of the voting rights of the shareholders present at the meeting. During the voting process, the chairman or designated personnel shall announce the total number of voting rights of the attending shareholders, and the shareholders shall vote on each item. The results of the shareholders' approval, opposition, and abstention shall be entered into the Public Information Observation Station on the same day of the shareholders' meeting.
When there are amendments or alternatives to the same proposal, the chairman shall determine the order of voting for each proposal. If one of the proposals has been approved, the other proposals shall be deemed to have been rejected and shall not be voted on again.
The chairman shall appoint the vote counters and vote calculators for the shareholders' meeting, but the vote counters must be shareholders.
The vote counting and election procedures for the shareholders' meeting should be conducted publicly at the meeting venue, and the results of the vote count, including the number of votes cast, should be announced immediately after the vote counting is completed, and a record shall be made.
For video-conferenced shareholders' meetings, shareholders participating via video conferencing shall vote on each proposal and election of the proposal through the video-conferencing platform after the chairman announces the commencement of the meeting. Voting must be completed before the chairman announces the voting results. Those who fail to do so will be deemed to have abstained.
For video-assisted shareholders' meetings convened by the Company,
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|---|---|
| shareholders who have registered to attend the shareholders' meeting via video conferencing and wish to attend the physical shareholders' meeting should notify the Company before the shareholders' meeting. The Company shall provide them with information on the shareholders' meeting's venue and relevant regulations. | |
| Article 14 | When electing directors at a shareholders' meeting, the relevant selection regulations established by the company should be followed, and the election results, including the list of elected directors and their number of votes, as well as the list of unsuccessful candidates for directors and supervisors and the number of votes received, should be announced on the spot. The election ballots should be sealed and signed by the inspector and kept properly for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Law, the ballots should be kept until the end of the lawsuit. |
| Article 15 | The resolutions of the shareholders' meeting shall be recorded in the minutes, signed or stamped by the chairperson, and distributed to all shareholders within 20 days after the meeting. The minutes may be produced and distributed electronically. The distribution of the minutes may be made through the Public Information Observation System (PIOS) announcement. |
The minutes shall include the date, time, location, name of the chairperson, method of decision-making, summary of the proceedings, and the voting results (including the number of votes cast). If there is an election of directors or supervisors, the number of votes received by each candidate shall be disclosed. The minutes shall be kept permanently during the existence of the company.
In the case of a virtual shareholders' meeting, the minutes shall include the start and end time of the meeting, the method of convening the meeting, the names of the chairperson and the recorder, and the handling of any technical difficulties that may arise due to natural disasters, emergencies, or other force majeure events.
In addition to the above requirements, if the company convenes a virtual shareholders' meeting, the minutes shall also include any alternative measures provided to shareholders who have difficulty participating in the meeting via video conferencing. |
| Article 16 | The number of shares solicited, the number of shares represented by proxy, and the number of shares represented in writing or electronically by shareholders attending the meeting shall be compiled into a statistical table in a prescribed format by the company on the day of the shareholders' meeting and displayed clearly at the meeting venue. If the shareholders' meeting is held by video conference, the company shall upload the aforementioned information to the video conference platform at least thirty minutes before the meeting begins and continue to disclose it until the end of the meeting.
When announcing the opening of the meeting at a virtual shareholders' meeting, the total number of shares represented by attending shareholders shall be disclosed on the video conference platform. If the total number of shares represented by attending shareholders and the voting rights are further calculated during the meeting, they shall also be disclosed.
If the resolutions passed by the shareholders' meeting are considered |
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| Article | |
|---|---|
| material information under relevant laws and regulations or the rules of the Taiwan Stock Exchange, the company shall transmit the content to the Market Observation Post System within the required time frame. | |
| Article 17 | The personnel in charge of organizing the shareholders' meeting should wear identification cards or armbands. The chairman may direct the picketers or security personnel to assist in maintaining order at the venue. When the picketers or security personnel are present to assist in maintaining order, they should wear armbands or identification cards with the words "picketer" on them. If the venue is equipped with a public address system, the chairman may prohibit shareholders from speaking using equipment not provided by the company. Shareholders who violate the rules of procedure, refuse to obey the chairman's correction, and obstruct the progress of the meeting may be asked to leave the venue by the chairman, who may direct the picketers or security personnel to do so. |
| Article 18 | During the meeting, the chairman may announce a break at an appropriate time. In the event of unforeseeable circumstances, the chairman may temporarily suspend the meeting and announce the resumption time depending on the situation. |
If the meeting venue cannot continue to be used before the scheduled agenda (including temporary motions) is completed, the shareholders' meeting may resolve to find another venue to continue the meeting.
The shareholders' meeting may resolve to postpone or continue the meeting within five days in accordance with Article 182 of the Company Law. |
| Article 19 | For shareholder meetings held through videoconferencing, the company shall promptly disclose the voting results and election results of each proposal on the videoconferencing platform in accordance with regulations after the vote ends. The disclosure shall continue for at least 15 minutes after the chairman announces the end of the meeting. |
| Article 20 | When the company holds a virtual shareholder meeting, the chairman and the recording personnel should be in the same location within the country. The chairman should also announce the address of that location at the beginning of the meeting. |
| Article 21 | For shareholders' meetings held via video conference, the company may provide a simple connection test before the meeting and provide relevant services in real-time to assist with technical issues during and before the meeting.
For video conference meetings, the chairman should announce separately at the start of the meeting that, except for situations where there is no need for postponement or continuation of the meeting as specified in Article 44-2, Item 4, of the Guidelines for Handling Share Affairs of Public Companies, if there is an obstruction due to natural disasters, incidents, or other force majeure circumstances that cause a disruption in the video conference platform or participation by video conference for more than thirty minutes and before the chairman announces the adjournment of the meeting, the meeting date should be postponed or continued within five days, and the provisions of Article 182 of the Company Law do not apply.
Shareholders who did not register to participate in the original shareholders' meeting via video conference cannot participate in the postponed |
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|---|
| or continued meeting. |
| For shareholders who have registered to participate in the original shareholders' meeting via video conference and completed the registration, but did not participate in the postponed or continued meeting, the number of shares, voting rights, and election rights they attended at the original shareholders' meeting should be included in the total number of shares, voting rights, and election rights of the shareholders attending the postponed or continued meeting. |
| When a postponed or continued shareholders' meeting is held according to the provisions of the second paragraph, for proposals that have already been voted and counted and for which the voting results or the list of elected directors or supervisors has been announced, there is no need to discuss and decide again. |
| In the event that a video-assisted shareholders' meeting is held, and a video conference cannot be continued as specified in the second paragraph, if the total number of shares represented at the meeting still meets the statutory quota for holding a shareholders' meeting after deducting the number of shares represented at the original meeting by video conference, the shareholders' meeting shall continue and there is no need to postpone or continue the meeting under the provisions of the second paragraph. |
| For shareholders who participate in the shareholders' meeting via video conference in the aforementioned situation where the meeting must continue, their number of shares attended should be included in the total number of shares attended by the shareholders, but for all proposals at the shareholders' meeting, they shall be deemed to have abstained. |
| When the company postpones or continues a meeting in accordance with the provisions of the second paragraph, it shall follow the provisions listed in Item 7 of Article 20 of Item 44-2 of the Guidelines for Handling Share Affairs of Public Companies, and carry out relevant pre-operation procedures according to the original shareholders' meeting date and the provisions of the respective articles. |
| Regarding the use of proxy rules in attending shareholders' meetings by public companies listed in the twelfth paragraph and the third item and the fifth item of Article 44-5, Item 2, and the fifteenth and the first item of Article 44-17 of the Guidelines for Handling Share Affairs of Public Companies, the company shall conduct the postponed or continued shareholders' meeting according to the date specified in the second paragraph. |
| Article 22 |
| When holding a virtual shareholders' meeting, the company should provide appropriate alternative measures for shareholders who have difficulties attending the meeting via video conferencing. |
| Article 23 |
| This rule shall be implemented after being passed by the shareholders' meeting, and the same shall apply when it is amended. |
Appendix 2
2025.06.17 Shareholders' Meeting Approved
Thunder Tiger Corp. Articles of Incorporation (Before Amendment)
| Chapter 1 General Provisions. | |
|---|---|
| Article 1 | The company is organized in accordance with the provisions of the Company Law for a limited liability company and shall be named " Thunder Tiger Corp." |
| Article 2 | The businesses operated by the Company are as follows:1.CH01040 Toy manufacturing industry.2.F109070 Wholesale of cultural, educational, musical instruments, and recreational products.3.F209060 Retail of cultural, educational, musical instruments, and recreational products.4.CC01030 Manufacturing of electrical and audio-visual electronic products.5.CC01060 Manufacturing of wired communication machinery and equipment.6.CC01070 Manufacturing of wireless communication machinery and equipment.7.CM01010 Manufacturing of boxes, bags, and pouches.8.F113030 Wholesale of precision instruments.9.F213040 Retail of precision instruments.10.CQ01010 Manufacturing of molds.11.F106030 Wholesale of molds.12.C802200 Manufacturing of paints, varnishes, dyes, and pigments.13.F107010 Wholesale of paints and coatings.14.CH01010 Sports equipment manufacturing industry.15.CH01030 Stationery manufacturing industry.16.F401010 International trade industry.17.CC01101 Manufacturing of telecommunications regulatory RF equipment.18.CC01990 Manufacturing of other electrical and electronic machinery and equipment.19.CF01011 Manufacturing of medical equipment.20.F108031 Wholesale of medical equipment.21.CD01050 Manufacturing of bicycles and their parts.22.F401021 Input industry of telecommunications regulatory RF equipment.23.C805990 – Manufacturing of Other Plastic Products24.ZZ99999 – Business activities not requiring special permits and not otherwise prohibited or restricted by law |
| Article 3 | The company has established its headquarters in Taichung City and, if necessary and in compliance with relevant laws and regulations, may set up branch offices domestically and internationally upon approval by the board of directors. |
| Article 4 | Related companies of this company may provide guarantees to each other, but such |
| and the Company may not be responsible for any damage or damage to the Company's property or property of the Company's property. |
| guarantees must be approved by the board of directors in accordance with the operating procedures for endorsing and guaranteeing set forth by this company. | |
|---|---|
| Chapter 2: Shares | |
| Article 5 | The total capital of the Company is set at NTD 200 million, divided into 200 million shares with a par value of NTD 10 per share, to be issued in stages. The Company's shares may be issued without printing stock certificates, but shall be registered with a securities centralized depository institution. Matters related to the issuance of shares shall be determined by the Board of Directors. The Company reserves NTD 80 million of the aforementioned capital for the issuance of employee stock option certificates, totaling 8 million shares with a par value of NTD 10 per share. The issuance of such shares shall be determined by the Board of Directors in accordance with applicable laws and regulations. |
| Article 5-1 | If this company wishes to cancel its public offering, it must not only obtain approval from the board of directors but also have the matter approved by the shareholders' meeting before proceeding with the relevant procedures for the cancellation of the public offering. |
| Article 6 | The company may make investments in other businesses, and the total amount of such investments may exceed 40% of the company's paid-in capital. |
| Article 7 | This company's stock affairs shall be handled in accordance with the "Guidelines for the Handling of Stock Affairs by Publicly Listed Companies" issued by the competent authority and related laws and regulations. |
| Article 8 | Shareholder name changes and transfers will be suspended within 60 days before each annual shareholders' meeting, 30 days before each special shareholders' meeting, or 5 days before the record date for distribution of dividends, bonuses or other benefits decided by the company. |
| Chapter 3: Shareholders Meeting | |
| Article 9 | The shareholder meetings of the Company are divided into two types: Annual General Meeting of Shareholders, to be held within six months after the end of each fiscal year. Extraordinary General Meeting of Shareholders, to be convened as necessary in accordance with relevant laws and regulations. When a shareholder meeting is held, it may be conducted via video conference or other methods announced by the competent authority. However, in the event of natural disasters, emergencies or other force majeure events, the competent authority may announce that the company can hold a meeting via video conference or its announced method during a certain period without being bound by the articles of incorporation. If a video conference is used for a shareholder meeting, shareholders participating via video conferencing are deemed to be present in person. The provisions of the preceding two paragraphs, as well as the conditions, procedures, and other matters to be complied with by a company that issues publicly traded stocks, shall be subject to the regulations of the competent securities authority. |
| Article 10 | If a shareholder is unable to attend a shareholders' meeting for any reason, they may |
| issue a proxy stating the scope of authority and sign and seal it, authorizing a proxy to attend on their behalf. The method of authorizing attendance by shareholders is governed by the "Rules for Publicly Traded Companies to Use Proxy Forms to Attend Shareholders' Meetings" issued by the competent authority, in addition to the provisions of Article 177 of the Company Law. | |
|---|---|
| Article 11 | At the shareholders' meeting, the chairman of the board serves as the chairperson. In the event that the chairman of the board is absent or unable to perform their duties, the vice chairman shall act as the proxy. If the vice chairman is also absent, the chairman of the board shall designate one of the directors to act as a proxy. If the chairman of the board does not designate a proxy, the directors shall elect one of their number to act as the proxy. |
| Article 12 | The resolutions of the shareholders' meeting, except as otherwise provided by the Company Law, shall be made with the attendance of shareholders representing more than half of the total number of issued shares, and with the consent of more than half of the voting rights represented by the shareholders in attendance. When voting, if there is no objection from the attending shareholders after being asked by the chairman, it shall be deemed as passed and shall have the same effect as a vote. |
| Article 13 | The decisions made at a shareholder's meeting should be recorded in a minutes of meeting, which is signed or stamped by the chairman. The minutes of meeting should be distributed to each shareholder within 20 days after the meeting. The preparation and distribution of the minutes of meeting can also be done electronically. The distribution of the minutes of meeting can also be done through public announcement. |
| Chapter IV Directors" | |
| Article 14 | The company has seven to nine directors, all of whom are elected by the shareholders' meeting from candidates with legal capacity. Their term of office is three years, and they may be reelected. The total shareholding ratio of all directors shall be determined in accordance with the regulations of the securities regulator. The remuneration of the directors shall be determined by the board of directors in accordance with the usual industry standards. |
| Article 14-1 | In accordance with the provisions of Article 14-2 of the Securities and Exchange Act, there shall be two to four independent directors among the above-mentioned directors of the Company, and the number of independent directors shall not be less than one-fifth of the total number of directors. The nomination system shall be adopted, and independent directors shall be elected from the list of candidates for independent directors by the shareholders' meeting. The professional qualifications, shareholding, concurrent job restrictions, nomination and election methods, and other applicable matters regarding independent directors shall comply with the relevant regulations of the securities regulatory authority. |
| Article 14-2 | The election of directors adopts the candidate nomination system, and the directors are elected from the list of director candidates by the shareholders' meeting. |
| Article 14-3 | According to the regulations of Article 14-4 of the Securities and Exchange Act, our company sets up an audit committee, which shall be composed of all independent directors. The audit committee or its members shall be responsible for carrying out the duties of a supervisor as provided by the Company Act, the Securities and |
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| Exchange Act, and other applicable laws and regulations. | |
|---|---|
| Article 15 | When one-third or more of the board of directors' seats are vacant, the board of directors should convene a shareholders' meeting within sixty days to elect new directors to fill the vacancies. |
| Article 16 | Directors whose term of office has expired but are not yet re-elected shall continue to serve until new directors are elected and assume office. |
| Article 17 | The directors organize the board of directors, and a chairman and may appoint a vice chairman shall be elected by more than two-thirds of the directors present and with the consent of more than half of the attending directors. The chairman shall represent the Company in external affairs. The chairman shall execute all matters of the Company in accordance with laws, articles of incorporation, resolutions of shareholders' meetings, and board meetings. |
| Article 18 | The Board of Directors shall be convened by the Chairman, unless otherwise provided by the Company Law. Written notice of the meeting may be given by electronic mail or facsimile. Except as otherwise provided by the Company Law, any resolution of the Board of Directors shall require the attendance of more than two-thirds of the directors and the approval of more than half of the directors in attendance. |
| Article 19 | The Chairman of the Board of Directors serves as the President of the Board. In the event that the Chairman is absent or unable to perform his duties, he shall be represented by the Vice Chairman. If the Vice Chairman is also absent, the Chairman shall appoint one director to act as a representative. If the Chairman fails to appoint a representative, the directors shall select one from among themselves. Directors are required to attend board meetings in person. If a director is unable to attend due to unforeseen circumstances, he may appoint another director to represent him, with the proxy limited to one person. Video conference can be used for board meetings, and directors who participate in the meeting through video conferencing are considered to have attended in person. |
| Article 20 | The decisions made by the Board of Directors shall be recorded in minutes, signed or sealed by the chairman, and distributed to all directors within 20 days after the meeting. The minutes of the meeting, the attendance register of the directors, and the power of attorney for proxy attendance shall be kept together in the company's files. |
| Article 21 | The total amount of shares held by all directors of the Company in registered form shall be determined in accordance with the standards set forth in the "Rules Governing the Shareholding Ratios of Directors and Supervisors of Public Companies and the Implementation of Audit" issued by the Securities and Futures Bureau. |
| Chapter V: Managers and Staff | |
| Article 22 | The company may appoint managers, and their appointment, removal, and remuneration shall be in accordance with the regulations stipulated by company law. |
| Article 23 | The company may, according to Article 18 of its bylaws, hire consultants and key personnel based on resolutions made by the board of directors. |
| Article 24 | Other employees of the company shall be appointed or dismissed by the general manager, subject to the approval of the board of directors. |
|---|---|
| Chapter VI: Financial Statements | |
| Article 25 | In accordance with Article 228 of the Company Law, the company shall, at the end of each fiscal year, prepare the following documents by the board of directors and submit them to the shareholders' meeting for recognition, as required by law: Operating report. Financial statements. Proposal for profit distribution or deficit offset. |
| Article 26 | In order to incentivize employees and the management team, the company, based on the pre-tax profits for the current year, after deducting employee compensation and director remuneration, and after offsetting any losses, shall allocate an amount of at least 2% of the remaining profits as employee compensation, Of this amount, at least 20% shall be designated for distribution to base-level employees. The remuneration for directors shall not exceed 5% of the remaining profits. When distributing employee compensation in the form of stocks or cash, the board of directors shall pass a resolution with the attendance of at least two-thirds of the directors and the approval of a majority of the attending directors, and report it to the shareholders' meeting. The recipients of employee compensation in the form of stocks or cash include employees of subsidiary companies who meet certain conditions. |
| Chapter VII: Supplementary Provisions | |
| Article 27 | Given the rapidly changing industry environment in which the company operates and considering its stable growth phase in the business life cycle, taking into account the company's capital needs and long-term financial planning, the net income earned by the company after annual financial statements shall, apart from statutory income tax deductions, be used to offset previous years' losses first. The remaining balance shall be allocated as follows: 10% shall be allocated as legal reserve, in accordance with the law, and a special reserve shall be set aside. After that, if there is still a surplus, it shall be added to the undistributed profits from the previous year as accumulated distributable surplus. The board of directors shall propose a distribution plan and submit it to the shareholders' meeting for approval. The total amount of dividends proposed by the board of directors shall range from 10% to 90% of the accumulated distributable surplus, with cash dividends representing at least 10% of the total dividends payable to shareholders. |
| Article 28 | The company's organizational regulations and operational rules shall be established separately by the board of directors. |
| Article 29 | Any matters not specified in this Articles of Association shall be handled in accordance with the Company Law and other applicable laws and regulations. |
| Article 30 | This Articles of Association was established on September 18th, 1979. The first amendment was made on August 22nd, 1980. The second amendment was made on November 29th, 1980. The third amendment was made on December 22nd, 1982. The fourth amendment was made on May 16th, 1983. The fifth amendment was made on June 25th, 1983. The sixth amendment was made on December 10th, 1983. The seventh amendment was made on September 18th, 1984. The eighth amendment was made on April 28th, 1986. The ninth amendment was made on March 22nd, |
- The tenth amendment was made on November 20th, 1990. The eleventh amendment was made on April 10th, 1991. The twelfth amendment was made on June 20th, 1992. The thirteenth amendment was made on June 29th, 1996. The fourteenth amendment was made on August 30th, 1997. The fifteenth amendment was made on June 27th, 1998. The sixteenth amendment was made on June 13th, 2000. The seventeenth amendment was made on June 22nd, 2001. The eighteenth amendment was made on June 28th, 2002. The nineteenth amendment was made on April 10th, 2003. The twentieth amendment was made on June 27th, 2003. The twenty-first amendment was made on June 15th, 2004. The twenty-second amendment was made on June 24th, 2005. The twenty-third amendment was made on June 24th, 2005. The twenty-fourth amendment was made on June 28th, 2006. The twenty-fifth amendment was made on February 15th, 2007. The twenty-sixth amendment was made on May 15th, 2007. The twenty-seventh amendment was made on June 13th, 2008. The twenty-eighth amendment was made on June 29th, 2010. The twenty-ninth amendment was made on June 21st, 2011. The thirtieth amendment was made on June 26th, 2012. The thirty-first amendment was made on October 5th, 2012. The thirty-second amendment was made on June 20th, 2013. The thirty-third amendment was made on June 30th, 2014. The thirty-fourth amendment was made on June 20th, 2016. The thirty-fifth amendment was made on June 30th, 2020. The thirty-sixth amendment was made on June 9th, 2022. The thirty-seventh amendment was made on June 17th, 2025.
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Appendix 3
Thunder Tiger Corp.
The shareholding status of all directors
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The total paid-up capital of the company is NTD 1,526,297,750 (including NTD 76,725,020 from private placement), and the total issued shares amount to 152,629,775 shares (including 7,672,502 shares from private placement).
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As of the record date of this shareholders' meeting, which is March 16, 2026, the individual and overall shareholding status of directors as recorded in the shareholder register is shown in the table below:
| Title | Name | Number of shares (including private equity) |
|---|---|---|
| Chairman | ChungKuan International Development Corp. Representative: Chen, Kwan-Zu | 1,002,411 |
| Director | ChungKuan International Development Corp. Representative: Chen, Guan-Chou | |
| Director | ChungKuan International Development Corp. Representative: Hong, Yu-Ying | |
| Director | Su, Sheng-Chieh | 3,439,149 |
| Director | Lai, Yu-Sin | 2,197,093 |
| Independent director | Ko, Wen-Sheng | 0 |
| Independent director | Wu, Ru-Sen | 0 |
| Independent director | Wu, Hsiang-Han | 0 |
| Total shareholding of all directors | 6,638,653 (Note 1) |
Note :
(1) On April 14th, Year 2021, the shareholdings of 3,936,182 shares held by Chen, Kwan-Zu, the representative of ChungKuan International Development Corp., and 1,125,000 shares held by Hong, Yu-Ying, have been submitted to the centralized custody by the Securities Central Depository Enterprise using the segregated custody method. According to Article 3 of the "Regulations Governing the Ownership Percentage of Shares by Directors and Supervisors of Public Issuing Companies and the Verification," these shareholdings can be included in the total number of shares held. Therefore, the total shareholding of all directors amounts to 11,699,835 shares.