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TTCC — AGM Information 2026
Apr 24, 2026
52705_rns_2026-04-24_3b5468a7-6991-400d-9e2e-bb9c86864ee1.pdf
AGM Information
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Stock Code: 8011
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Tai Tung Communication Co., Ltd.
The 2026 Regular Shareholders' Meeting
Handbook
Method of convention: A physical meeting
Meeting date: May 25, 2026
Meeting place: 2nd floor of Tai Tung Communication Co., Ltd. Meeting address: No. 219, Fuhui Rd., Xinzhuang Dist., New Taipei City
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Tai Tung Communication Co., Ltd. The 2026 Regular Shareholders' Meeting
Table of Contents
| 1. | Meeting procedure | 1 | ||||
|---|---|---|---|---|---|---|
| 2. | Meeting agenda | 2 | ||||
| 1. Management Presentation (Company Reports) | 3 | |||||
| 2. Adoption of Proposals | 7 | |||||
| 3. Extraordinary Motion | 10 | |||||
| 3. | Attachments | |||||
| 1. The 2025 Business Report | 11 | |||||
| 2. Audit Committee's Report | 17 | |||||
| 3. The 2025 Parent-only Financial Statements and Consolidated | 18 | |||||
| Financial Statements | ||||||
| 4. Remuneration to Directors | and Independent Directors | 41 | ||||
| 4. | Appendix | |||||
| 1. Articles of Association | 43 | |||||
| 2. Rules of Procedure for Shareholders' Meetings | 53 | |||||
| 3. Shareholding Status of All | Directors | 61 | ||||
| 4. The Impact of the Stock | Dividend Proposed at the | 62 | ||||
| Shareholders' Meeting |
on | the | Company's | Operating | ||
| Performance, Earnings Per Share, and Shareholders' | Return on | |||||
| Investment |
Tai Tung Communication Co., Ltd. The 2026 Regular Shareholders' Meeting Procedure
Meeting Time: At 9: 30 a.m. on May 25, 2026 (Monday) Meeting Place: 2nd floor of Tai Tung Communication Co., Ltd.
(Meeting address: No. 219, Fuhui Rd., Xinzhuang Dist., New Taipei City)
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Report the number of shares represented by the shareholders present
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Announce the meeting in session
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Opening statements of the Chairman
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Management Presentation (Company Reports)
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Adoption of Proposals
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Extraordinary Motion
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Meeting adjourned
1
Tai Tung Communication Co., Ltd. The 2026 Regular Shareholders' Meeting Agenda
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Report the number of shares represented by the shareholders present
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Announce the meeting in session
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Opening statements of the Chairman
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Management Presentation (Company Reports):
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(1) The 2025 Business Report.
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(2) The 2025 Audit Committee Reports
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(3) Endorsement/guarantee amount
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(4) Investment in the Mainland China
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(5) Employees and directors compensation distribution report for 2025
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(6) Remuneration to directors report for 2025
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Adoption of Proposals:
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(1) Adoption of the 2025 business report and financial statements
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(2) Adoption of the 2025 profit distribution
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Extraordinary Motion
-
Meeting adjourned
2
Management Presentation (Company Reports)
Proposal 1
Cause of action: The 2025 business report is presented for reference.
Note: Please refer to Attachment 1 on page 11 of the handbook for the 2025 business report in details.
Proposal 2
Cause of action: The 2025 Audit Committee Report is presented for reference.
Note: Please refer to Attachment 2 on page 17 of the handbook for the 2025 Audit Committee Report.
Proposal 3
Cause of action: The endorsement / guarantee report is presented for reference. Note:
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Note:Explain the necessity of and reasonableness of endorsements / guarantees in accordance with the provisions of Subparagraph 3, Paragraph 1, Article 12 of "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies."
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(1) Taiwan Intelligent Fiber Optic Network Co., Ltd. (hereinafter referred to as "Taifo"), the subsidiary of the Company, for implementing the "Taipei Optical Fiber Network Outsourcing Construction and Operation Project," in addition to capital expenditure needs, needs operating working capital; therefore, it has to ask for the financing support of banks. However, because TAIF is still in the stage of business expansion and has no real estate available to be used as collateral; therefore, the bank asked the Company to be a co-signor in order to secure its claim. The Company had concluded after deliberation that it is necessary to arrange the endorsement/guarantee for Taifo.
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- (2) According to the relevant provisions of the Company's "Endorsement/guarantee operation procedures," the company's arranging endorsement/guarantee for TAIF is in compliance with the relevant requirements on endorsement/guarantee amount; therefore, the Company's endorsement/guarantee for TAIF is evaluated and concluded as "reasonable."
2. As of December 31, 2025, the endorsement / guarantee for others are as follows:
Unit: Thousands of NT$
| Endorsement / Guarantee counterparty |
Relationship with the Company |
Endorsement / Guarantee amount for a single enterprise (Note) |
Endorsement / Guarantee amount at the end of the period |
Endorsement / Guarantee amount with property placed as collateral |
The ratio of the accumulated endorsement / guarantee amount to the net value of the latest financial statement |
Maximum endorsement / guarantee limit(Note) |
|---|---|---|---|---|---|---|
| Taiwan Intelligent Fiber Optic Network Co., Ltd. |
A subsidiary of the Company |
$ 13,029,960 | $ 2,380,000 | $ - | 73.06% | $13,029,960 |
Note: The Company's endorsement/guarantee amount and the total endorsement/guarantee for a single enterprise shall not exceed 400% of the net worth on the most recent parent-only financial statement: As of December 31, 2025, the Company's net worth was NT$3,257,490 thousand x 400% = NT$13,029,960 thousand.
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Proposal 4
Cause of action: The report on the investment in the mainland China is presented for reference.
Note: The information on the investment in the mainland China in 2025 is as follows:
| Names of investees in mainland China Company name |
Principal business Item |
Paid-in capital |
Shareholding ratio of direct and indirect investment Made by the Company |
Outward remittance or collection of investment amount in the currentperiod |
Outward remittance or collection of investment amount in the currentperiod |
Investment gains (loss) recognized in the current period |
Investment income collected as of the current period, |
|---|---|---|---|---|---|---|---|
| Outward remittance |
Collection | ||||||
| Anhui Tonghua Optoelectronics Co., Ltd.(Note 1) |
Engaged in the production of communication equipment and wire rods |
USD 6,000 thousand |
97.00% | - |
- | (RMB 742 thousand) |
- |
Note 1: Reinvest in the companies in mainland China through the invested companies in the third region.
Proposal 5
Cause of action: The 2025 employee and director compensation distribution report is presented for reference.
Note:
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The proposal was resolved on the first directors' meeting in 2026.
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The Company's profit for 2025 is NT$248,367,855(net profit for the period is NT$216,125,839), with NT$7,451,036 allocated as the employee compensation and NT$4,967,357 as directors’ remuneration, to be distributed in cash.
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There is no difference between the above-mentioned resolved amount and the recognized amount for 2025.
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Proposal 6
Cause of action: The 2025 directors’ remuneration distribution report is presented for reference.
Note:
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In compliance with Article 20 of the Company's Articles of Association, the Company's board of directors is authorized to determine the remuneration of the directors in accordance with the degree of participation in the Company's operations and the value of their contributions, and by referring to the industry standards. The remuneration to the Company's independent directors may be paid according to the degree of participation in the operation of the Company and the value of their contributions at the typical pay levels adopted by other exchange-listed companies. The board of directors is authorized to determine the amount.
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In compliance with Article 22 of the Company's Articles of Association, 1% or more of the earnings (that is, net income before tax without deducting the distribution of remuneration to employees and directors), if any, shall be allocated as compensation to employees (the amount of this item should not be less than 60% to be allocated to grassroots employees) and 2% or less as remuneration to directors. The compensation to employees and directors shall be allocated based on the resolution by the board of directors and reported to the shareholders' meeting.
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Please see Attachment 4 for the individual director's remuneration details and amount.
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Adoption of Proposals
Proposal 1 : (Proposed by the Board of Directors)
Cause of action: The 2025 business report and financial statements are presented for approval.
Note:
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The 2025 business report, parent-only financial report and consolidated financial report have been approved by the Company's board of directors, and the parent-only financial report and consolidated financial report were audited and attested by CPA Hsieh Tung-Ju and Guanhao Lee of Deloitte Taiwan, which were forwarded together with the business report and profit distribution statement to Audit Committee for review. The Audit Committee considers that there is no discrepancy with a written report issued for the record.
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Please refer to Attachment 1 on page 11 and Attachment 3 on page 18 of the handbook for the business report, independent auditor's report, parent-only financial report, and consolidated financial report for details.
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Please adopt the proposal.
Resolutions:
7
Proposal 2 : (Proposed by the Board of Directors)
Cause of action: The profit distribution statement for 2025 is presented for approval. Note:
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At the beginning of the period, the undistributed earnings of the Company were NT$106,705,300. In 2025, the after-tax net profit was NT$216,125,839. Additionally, there were other after-tax net items amounting to minus NT$1,055,610 Furthermore, in accordance with the Company Act and the Company's Articles of Association, 10% of profit, NT$21,718,145 was allocated as legal reserve, and the unappropriated retained earnings for the period amount to NT$302,168,604.The Company proposes to distribute a cash dividend of NT$0.7 per share, based on 165,921,891 outstanding shares, totaling NT$116,145,324, and resulting in an ending undistributed profit of NT$186,023,280.
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The profit distribution is detailed in the statement below:
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Tai Tung Communication Co., Ltd.
Profit Distribution Statement for 2025
Unit: NT$
| Unappropriated retained earnings at the beginning Net loss before tax for the year Remeasurement of defined benefit plan recognized in retained earnings 216,125,839 1,055,610 After-tax net profit for the period, plus non-net profit items, added to undistributed earnings for the year. 10% of Legal reserve allocated Unappropriated retained earnings for the period Item Shareholders' bonus - cash dividend of NT$0.7 per share Unappropriated retained earnings |
$106,705,300 217,181,449 (21,718,145) 302,168,604 (116,145,324) $186,023,280 |
|---|---|
Chairperson: LEE CHING HUNG General Manager: LEE I CHUAN Accounting officer: DING SZU FANG
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The calculation method of "unconditional leaving out the number less than NT$1" was adopted for the distribution of cash dividends, and the total number of decimal fraction less than NT$1 shall be adjusted on the decimal number from big to small and the account number from front to back to accord with the total cash dividend distribution. Furthermore, the Chairperson is authorized to set the ex-dividend date and payment date. The distribution will take place once approved by the regular shareholders' meeting."
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If future changes in the Company’s capital stock lead to a change in the number of outstanding shares and subsequently affect the dividend rate for shareholders, the Chairperson is authorized by the regular shareholders' meeting to handle such adjustments.
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Please adopt the proposal.
Resolutions:
9
Extraordinary Motion
Meeting adjourned
10
Attachment 1
Tai Tung Communication Co., Ltd.
The 2025 Business Report
I. 2025 Business Report
(I) Implementation result of business plan for 2025
Since the development of 5G and AI, the world's demand for data transmission and computing has been constantly increasing. In the past, systems needed to be gradually replaced and upgraded to meet the needs of new technologies. For example, Taiwan Railway Corporation has launched the " Smart Electrical Systems Upgrade Plan " to replace some telephone systems from copper cables to optical cables, and Taiwan Power Company has also launched a ten-year " Power Grid Resilience Strengthening Construction Plan " in 2022 to replace and expand existing power grid lines and equipment. In addition, with the increasing awareness of security, the demand for smart systems has also been rising year by year. For example, the Ministry of National Defense has commissioned the NCSIST to handle the " Smart Surveillance and Security System Deployment Project for Critical Protection Camps ", and has currently implemented the construction of smart systems in about 200 campsites.
The company has long been dedicated to participating in smart construction projects across Taiwan and possesses extensive experience in the sales of fiber optics and communication cables. Beyond years of involvement in the deployment and maintenance of government and corporate equipment, the Company has actively engaged in the establishment of smart systems, regional fiber optic deployment, and pipeline construction in recent years, and achieved significant results.
In 2012, the Company has invested in and established Taiwan Intelligent Fiber Optic Network Co., Ltd. (hereinafter referred to as 'Taifo') as a key strategic move to expand into the fiber broadband network service sector. In response to the growing demand for communication networks, Taifo grew steadily in 2025, up by 9.48% compared with 2024.
The Company’s former factory and office located in the New Taipei Industrial Park has been demolished and has collaborated with affiliate Ching Tong Investment Co.,Ltd and listed developer (5533) Founding Construction & Development Co., Ltd. to construct a factory office building using a joint construction method. The building consists of two buildings, A and B, with 11 floors above ground and 3 floors underground. As of February 2026, the excavation of the first floor of Building A has been completed, while Building B is currently undergoing construction on the 6th and 7th floor modules.
The financial data for 2025 and 2024 are presented in the table below. The decrease in revenue in 2025 compared to 2024 is mainly due to a decrease in telecommunications demand and the fact that most of the projects undertaken by the Company are nearing completion. The decrease in non operating income is mainly due to the disposal of long-term equity Intelligent Network during 2024.
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Unit: thousands of NTD
| Item | 2025 | 2024 | Amount changed |
Percentage of change (%) |
|---|---|---|---|---|
| Operating Revenue | 2,075,427 | 2,487,299 | (411,872) | (17) |
| Gross Profit | 537,459 | 475,847 | 61,612 | 13 |
| Net operating profit | 281,203 | 168,115 | 113,088 | 67 |
| Non-operating income and expenses |
3,406 | 311,444 | (308,038) | (99) |
| Profit Before Income Tax | 284,609 | 479,559 | (194,950) | (41) |
| Net income for the period | 262,459 | 441,437 | (178,978) | (41) |
| Net income attributable to owners of the parent Company |
216,126 | 406,789 | (190,663) | (47) |
Note 1: The data is quoted from the Consolidated Financial Statement prepared by this company.
(II) Financial income/expenditure
Unit: thousands of NTD
| 2025 | 2024 | Amount changed |
|
|---|---|---|---|
| Net cash inflow from operating activities |
711,386 | 614,674 | 96,712 |
| Net cash inflow (outflow) from investing activities |
(94,686) | 222,222 | (316,908) |
| Net cash inflow (outflow) from financingactivities |
(131,570) | (1,293,040) | 1,161,470 |
Note 1: The data in the aforesaid table is quoted from the Consolidated Financial Statement prepared by this company.
(III) Analysis of profit-earning ability
| Year | 2025 | 2024 | |
|---|---|---|---|
| Profitability (%) | Return on total assets | 4.29 | 6.68 |
| Return on equity | 6.67 | 11.51 | |
| Ratio of income before tax to paid-in capital |
17.15 | 28.90 | |
| Netprofit margin | 12.65 | 17.75 | |
| Earningsper share(NT$) | 1.30 | 2.43 |
Note 1: The data in the aforesaid table is quoted from
the Consolidated Financial Statement prepared by this company.
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(IV) Budget execution
Because we did not disclose the financial estimate in 2025, the budget execution related information is not available in 2025.
(V) Research and development
With the rapid development of AI technology, the global demand for network transmission performance is constantly increasing, among which reducing transmission loss is the top priority. The Company is aligning its product research and development with the trends in network development, while leveraging its existing optical communication product niche to maintain a leading position in the highly competitive market. In order to meet market demand, the Company not only produces and develops fiber optic cables and optical passive components, but also conducts product research and development in line with the trend of wireless network development to maintain market competitiveness. This includes upgrading the functionality of the smart wireless network management system developed for the project, establishing DWDM systems between various telecommunications IDC buildings to meet AI artificial intelligence information needs, conducting IOWN all-optical network research, and actively collaborating with manufacturers to conduct high bandwidth testing and business planning for 200G/400G..., as well as actively developing enterprise value-added services such as ICT outsourcing services, security monitoring, cloud services, and digital learning.
II. 2026 Business Plan Overview
(I) Operation approaches and future development strategies
In terms of the operation approaches, we will focus on rendering more efficient manufacturing integration for the copper cables, the fiber optics and the optical passive components so as to provide more accessible sources for our customers when making the purchase. In the optical communication field, we are leading ahead of other competitors in terms of depth and width and it has helped us become "the vendor that provides the full-area products and services for optic fibers." In recent years, in addition to 5G driving global infrastructure construction, the rise of the AI industry has also driven the demand for high-speed computing and information center construction worldwide. The development strategy for 2026 not only focuses on the government's digital development policies and the development of the 5G communication industry to win orders for fiber optic cables, but also actively participates in government network infrastructure construction projects.
The Company is committed to promoting the upgrading of the rail industry with professionalism, management, and integrity as the core. We have partnered with GAMUDA BERHAD to participate in the integration project of equipment and mechanical and electrical systems at the Shehou Depot of the Xizhi Donghu Line (Xidong Line) of the New Taipei Metro. The total length of the Xidong Line is about 5.56 kilometers, and it will connect the Keelung Metro with the Taipei urban road network in the future. It is an important transportation construction to promote the development of the Greater Taipei Living Circle. As the core of overall operation, the Shehou Depot shoulders the tasks such as vehicle maintenance, power and equipment supply, warehouse management, and system integration, and is a key node in ensuring the high reliability of the subway. In the future, the Company will continue to focus on professionalism, integrity, technology, and management, deepen the overall competitiveness of
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Taiwan's rail industry, and move towards a higher level of international cooperation.
Given that the "Taipei City Government Internet Service Network" established by the Company has provided online services to over 90% of government agencies, our telecommunications services and marketing efforts now focus on corporate and consumer markets, aiming to expand service coverage and introduce emerging services. Based on objectives such as revitalizing Taipei City's existing assets, building a high-quality fiber-optic network, offering citizens low-cost high-speed fiber services, creating a fair telecommunications environment, reducing public expenditures for Taipei City, and enhancing the city's competitive edge, we strive to achieve a win-win-win situation for citizens, businesses, and Taipei City. By leveraging private sector dynamism, we promote the development of Taipei City's fiber-optic network to boost the city's competitiveness.
(II) Estimated sales quantity and basis
Described below is the estimated sales and planning:
- FTTH related fiber-optic cable, copper cable and fiber optics and infrastructure project
The wire and cable market is a critical component of modern infrastructure and technological development and has become the preferred choice for data transmission. 5G, AI , big data centers, cloud computing, and cybersecurity all require large-scale, intensive deployment of fiber-optic and cable networks to effectively meet market demands.In addition to providing high-quality fiber optic cables and optical communication products, the Company actively participates in public tenders related to network infrastructure, such as the installation of fiber optic conduits, power transmission, traffic control, intelligent surveillance equipment, and electromechanical equipment installation projects.
The export market has leveraged its subsidiary's long-term presence in the Singaporean market, actively collaborating with local telecommunications operators to capitalize on local advantages and engage in various communication-related markets, striving for bids on communication products and equipment installation. Over the years, the Company has also successfully entered Malaysia's public transportation and 5G-related cable construction markets through local agents.
2. Transportation System
In December 2025, the Company successfully obtained the bid for two dual-use rail inspection cars from Taiwan Railway Company. In January 2026, we obtained the contract for the maintenance equipment project of the MRT Xizhi Donghu Line from GAMUDA BERHAD. In 2026, we will continue to actively strive for orders related to other equipment for the Xidong subway line and vehicles for the Keelung subway line, and expand the market share of Taiwan's transportation system industry.
3. Operation of telecommunication services
- (1) TGSN Government Network: The municipal government requires VPN and internet access circuits, with approximately 3300 lines, and more than three government circuits concentrated in the municipal government computer room. In addition, the Company has expanded the integration of information equipment maintenance and network value-added application services for various government units, and participated in various government agency information application services or line rental services.
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(2) City Police Station CCTV Circuit Service: The first phase of CCTV construction included a total of 13,699 roadside monitors. According to the newly planned network architecture and the transmission circuits required for high-definition cameras, 400 additional monitors will be added by 2025. In 2026, the original 1,717 monitors from the second phase will be replaced, with an additional 2,283 monitors installed.
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(3) Enterprise Dedicated Line: high-grade enterprise fiber internet and dedicated telecommunication circuits are offered to international bandwidth providers, utilizing bandwidth advantages to provide integrated telecommunications services. In 2025, the Company completed the telecom pipeline construction project invested by international manufacturers to build IDC, and in 2026, it continued to cooperate with the aforementioned international manufacturers to provide diversified telecom services for the computing power required by cloud service providers (CSP) stationed in IDC.
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(4) Taipei Fiber: The primary customers include small and medium-sized enterprises and individual users.In 2026, we will continue to seek strategic cooperation with enterprise application and content providers to provide smart home information and entertainment services such as enterprise application solutions, network TV, and network equipment, in order to expand the market share.
(III) Important production and sales policy
The company provides integrated services for fiber-to-the-home related products with high quality and competitive price. With the rapid development of cloud technology, artificial intelligence and other advanced technologies in the world, the continuous upgrading of technology and the deepening of AI applications will help improve the performance of 5G and Wifi applications. In the sales of optical communication products, we will integrate communication products, expand the sales field of products, integrate project business across the whole system, and open up markets with strategic alliances of domestic and foreign cooperative manufacturers.
In addition, the Company has stepped into the railway market, not only strengthened the cooperative relationship with the original international testing/equipment factory, and obtained the exclusive authorization of Taiwan market to form a long-term supply chain and endorsement of the original factory, but also actively cooperated with local maintenance and industry consolidation, combined with local maintenance/assembly/warranty energy in Taiwan, and reduced the transportation and overseas maintenance time and risk management of outsourced maintenance. In order to create a complete solution with high technology, high added value and low maintenance risk in the long-term competition, it will be conducive to the stable entry into many MRT and railway projects in the future.
In terms of telecommunications services, the Taipei City Government Service Network (TGSN) assists in planning value-added circuit applications for various agencies to enhance circuit bandwidth demand. Additionally, apart from strengthening strategic collaborations with telecom-grade customers, cable TV operators, and Internet Content Providers (ICPs) or Application Service Providers (ASPs), active discussions are held with colocation or cloud service providers regarding circuits and IDC services. For enterprise users, fiber-to-the-building (FTTB) is primarily employed to deliver broadband services with ring protection, while user equipment utilizes optical enterprise-grade switches to provide dual-routed network transmission services. Taipei Fiber offers diverse and high-cost-performance promotional packages for general users and small and medium enterprises in communities, apartments, and public housing.
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III. Impact created by external competition environment, statutory environment and overall operation environment.
(I) Foreign exchange fluctuation
Because all of the company's sales and purchase transactions are calculated by foreign currency, the company will be affected by the foreign exchange fluctuation risks. The Company utilizes foreign exchange forward contracts to manage the exposure to exchange rate risks to the extent permitted by the policy.
(II) Telecommunication operation environment
To prevent telecom services from being exploited for fraudulent activities or misused by unauthorized individuals, the Company cooperates with government efforts to combat and prevent fraud by strengthening real-name registration management, restricting or suspending services to users involved in such cases, and implementing other preventive measures. Through public-private collaboration, we aim to enhance collective defense mechanisms to deter and prevent the misuse of network services for fraudulent purposes, thereby safeguarding the rights and interests of our users and the public.
(III) ESG Promotion
ESG (Environmental, Social, and Corporate Governance) has become a core issue for global capital markets and regulatory agencies, serving as an important indicator for measuring a company's competitiveness and financial stability. The International Financial Reporting Standards (IFRS) have issued the IFRS S1 Sustainability Disclosure Standard and IFRS S2 Climate related Disclosure Standard, requiring companies to include sustainability information in their financial reports to enhance transparency and risk management. To this end, the Financial Supervisory Commission is promoting the "Green Finance Action Plan 3.0", which requires listed and over-the-counter companies to gradually comply with IFRS S1/S2 from 2026. Enterprises need to strengthen carbon governance mechanisms, improve the quality of ESG information disclosure, and incorporate climate risk management into long-term operational strategies. The Company upholds the commitment to sustainable development and will introduce professional consultants from 2024 to evaluate the current status of greenhouse gas emissions. We will conduct annual audits in accordance with ISO 14064-1:2018 standards; In addition, the Company actively promotes the main products to obtain ISO 14067 product carbon footprint certification, and has obtained declarations for three products in June 2025.
To further enhance the quality of ESG information disclosure, the Company will prepare and release an ESG sustainability report for the first time in 2025, following the GRI Sustainability Reporting Standards and adopting the TCFD (Climate Related Financial Disclosures) framework. We will also disclose the performance of environmental, social, and corporate governance aspects in accordance with the " Rules Governing the Preparation and Filing of Sustainability Reports by TWSE Listed Companies ", in order to respond to stakeholders' expectations and demonstrate the results of the Company's sustainable governance. At the same time, the Company will follow its exclusive ESG blueprint, continue to promote greenhouse gas inventory and confidence, and disclose reduction targets and action plans according to the schedule. In addition, in order to comply with international standards and regulatory requirements, the Company will compile sustainability information in accordance with IFRS sustainability disclosure standards starting from 2028, ensuring that our operational strategies are aligned with global sustainability trends, promoting global sustainability, fulfilling corporate social responsibility, and moving towards net zero emissions goals.
We wish you good health and success in everything!
Person in charge: Lee Ching-Hung Manager: Lee I-Chuan
Accounting officer: Ding Szu-Fang
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Attachment 2
Audit Committee's Report
For the Company's 2025 Business Report, Financial Statements, and profit distribution statements presented by the board of directors, in which the Financial Statements have been audited by Deloitte Taiwan and the independent auditor's report has been issued. The statements referred to above were audited by the Audit Committee without any nonconformity found and a report was issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Best regards
2026 Annual General Meeting of Tai Tung Communication Co., Ltd.
Tai Tung Communication Co., Ltd. Convener of the Audit Committee: Wang Yu-Peng
March 25, 2026
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Attachment 3
Independent Auditors' Report
To Tai Tung Communication Co., Ltd.:
Auditor's Opinion
We have audited the accompanying parent company only balance sheet of Tai Tung Communication Co., Ltd. as of December 31, 2025 and 2024, and the related parent company only statement of comprehensive income, parent company only statement of changes in shareholders' equity, parent company only statements of cash flows, and notes to the parent company only financial statements (including significant accounting policies) for the years ended December 31, 2025 and 2024.
In our opinion, the parent company only financial reports referred to above present fairly, in all material respects, the parent company only financial position of Tai Tung Communication Co., Ltd. as of December 31, 2025 and 2024, and its parent company only financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
The Basis for Opinions
We concluded our audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the parent company only financial statements. We are independent of Tai Tung Communication Co., Ltd. in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 parent company only financial statements of Tai Tung Communication Co., Ltd. These matters were addressed in the content of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
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Key audit matters of the 2025 parent company only financial statements of Tai Tung Communication Co., Ltd. are as follows:
- Investments accounted for using the equity method property, plant and equipment and impairment assessment of intangible assets
As of December 31, 2025, Tai Tung Communication Co., Ltd. has a balance of NT$1,704,577 thousand in investments accounted for using the equity method, accounted for about 30% of its total assets, of which the balance of the investment in the Company’s subsidiary Taiwan Intelligent Fiber Optic Network Consortium Co., Ltd., was NT$1,384,899 thousand.
As of December 31, 2025, Taiwan Intelligent Fiber Optic Network Consortium Co., Ltd. has balances of NT$866,72 thousand and NT$1,844,400 thousand in property, plant and equipment and intangible assets, respectively, accounting for about 82% of its total assets. The property, plant and equipment and intangible assets of Taiwan Intelligent Fiber Optic Network Co., Ltd. are assessed at each balance sheet date whether there is any indication that it may be impaired according to IAS 36 "Impairment of Assets."
For details about the accounting policies for impairment assessment of property, plant and equipment and intangible assets, please refer to Note 4 (11); for details about the accounting policies and descriptions of investments accounted for using the equity method, please refer to Notes 4 (7), and 11.
If there is objective evidence of an indication that the property, plant and equipment and intangible assets is impaired, the management of Taiwan Intelligent Fiber Optic Network Consortium Co., Ltd. should assess the recoverable amount of the property, plant and equipment and intangible assets. Due to impairment testing involving significant judgments such as accounting estimates and management assumptions, it has been identified as a key audit matter for the year 2025.
For the specific aspects expressly stated in the above key audit matter, the major response procedures that have been implemented include:
-
Obtain an asset impairment assessment report issued by external expert, understand the qualifications of the expert to judge whether the result is reliable, and have the statement of Independence issued by the expert to judge whether the objectivity of the expert is sufficient.
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Assess whether the methodology and relevant assumptions adopted in the impairment assessment by external experts are appropriate
Responsibilities of Management and Those in Charge with Governance of the Parent Company Only Financial Statements
The 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 Statements by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the parent company only financial statements to be free from material misstatement whether due to fraud or error.
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In preparing the parent company only financial statements, the management is also responsible for assessing the ability of Tai Tung Communication Co., Ltd. as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting, unless the management either intends to liquidate Tai Tung Communication Co., Ltd. or cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of Tai Tung Communication Co., Ltd.
Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue and auditor's report. 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. If fraud or errors are considered material, individually or in 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 auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following tasks:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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 internal control effective in Tai Tung Communication Co., Ltd.
-
Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Tai Tung Communication Co., Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause Tai Tung Communication Co., Ltd. to cease as a going concern.
20
-
Evaluate the overall presentation, structure, and content of the parent company only statements, including related notes, whether the parent company only statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of Tai Tung Communication Co., Ltd. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit of Tai Tung Communication Co., Ltd. We remain solely responsible for our audit opinion.
We communicate with those in charge of 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 in charge of 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 in charge of governance, we determine those matters that were of most significance in the audit of the 2025 parent company only financial statements of Tai Tung Communication Co., Ltd. and are therefore the key audit matters. We describe these matters in our auditor's 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 communications.
Deloitte & Touche
CPA Hsieh Tung-Ju
CPA Li Kuan-Hao
Financial Supervisory Commission Approval Document Number Jin-Guan-Zheng-Shen-Zi No. 1090347472
Financial Supervisory Commission Approval Document Number Jin-Guan-Zheng-Shen-Zi No. 1100372936
March 25, 2026
21
Tai Tung Communication Co., Ltd.
Parent Company Only Balance Sheet
December 31, 2025 and 2024
Unit: Thousands of NT$
| Code 1100 1110 1140 1150 1170 1200 1220 130X 1410 1470 11XX 1510 1517 1550 1600 1755 1760 1780 1840 1915 1920 1975 1980 15XX 1XXX Code 2100 2130 2170 2200 2230 2250 2280 2322 2399 21XX 2540 2570 2580 2650 2670 25XX 2XXX 3110 3210 3310 3320 3350 3300 3410 3420 3400 3XXX |
Assets Current assets Cash and cash equivalents (Note 4 and 6) Financial assets at fair value through profit or loss - current (Note 4 and 7) Contract assets - current (Note 4 and 23) Notes receivable, net (Note 4, 9, and 30) Accounts receivable, net (Note 4, 9, and 30) Other receivables (Note 4, 9, and 30) Current tax assets (Note 4 and 25) Inventory (Note 4 and 10) Prepayments (Note 30 and 32) Other current assets (Note 6 and 31) Total current assets Non-current assets Financial asset at fair value through profit or loss - non-current (Note 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Note 4 and 8) Investments accounted for using the equity method (Note 4 and 11) Property, plant and equipment (Note 4, 12, 16, and 31) Right-of-use assets (Note 4 and 13) Investment property, net (Note 4, 14, 16, and 31) Intangible assets (Note 4 and 15) Deferred tax assets (Note 4 and 25) Prepayments for equipment (Note 30 and 32) Refundable deposits (Note 30) Net defined benefit assets (Note 4 and 21) Other financial assets - non-current (Note 6 and 31) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term borrowings (Note 16 and 31) Contract liabilities - current (Note 4, 23 and 30) Accounts payable (Note 17 and 30) Other payables (Note 18 and 30) Current tax liabilities (Note 4 and 25) Provisions current (Note 4 and 19) Lease liabilities - current (Note 4 and 13) Long-term borrowings due within 1 year or 1 operating cycle (Note 16 and 31) Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings (Note 16 and 31) Deferred tax liabilities (Note 4 and 25) Lease liabilities - non-current (Note 4 and 13) Credit balance of investments accounted for using the equity method (Note 4 and 11) Other non-current liabilities (Note 4, 14, 19, 20, and 30) Total non-current liabilities Total liabilities Equity Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of foreign financial statements Unrealized valuation gain or loss on financial assets measured at fair value through other comprehensive income Total other equity Total equity Total liabilities and equity |
December 31, 2025 | December 31, 2025 | % 13 - 2 - 6 - - 7 1 1 30 1 1 30 23 4 6 - 1 3 1 - - 70 100 7 2 3 1 - 1 - 15 - 29 8 - 3 - 2 13 42 29 22 1 - 6 7 - - - 58 100 |
December 31, 2024 | December 31, 2024 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 745,239 19,995 143,993 329 339,352 3,058 - 384,953 43,936 45,314 1,726,169 28,376 26,730 1,704,577 1,320,968 201,724 362,352 379 47,639 175,801 52,525 5,910 7,171 3,934,152 $ 5,660,321 $ 390,000 99,832 157,121 88,391 4,195 61,752 31,336 835,510 9,649 1,677,786 448,000 1,916 159,483 12,827 102,819 725,045 2,402,831 1,659,219 1,216,219 37,666 10,581 323,887 372,134 5,117 ) 15,035 9,918 3,257,490 $ 5,660,321 |
Amount $ 171,636 17,162 395,626 1,523 246,941 3,267 39 409,747 106,913 19,686 1,372,540 19,844 27,787 1,578,893 1,239,465 190,347 453,041 307 63,092 177,877 29,279 5,250 6,142 3,791,324 $ 5,163,864 $ 150,000 194,809 126,580 98,375 17,524 86,081 29,435 - 10,851 713,655 905,510 1,747 155,491 21,217 89,275 1,173,240 1,886,895 1,659,219 1,219,892 1,104 10,581 375,558 387,243 5,477 ) 16,092 10,615 3,276,969 $ 5,163,864 |
% | |||||||
( |
( |
3 - 8 - 5 - - 8 2 1 27 - - 31 24 4 9 - 1 3 1 - - 73 100 3 4 2 2 - 2 1 - - 14 18 - 3 - 2 23 37 32 24 - - 7 7 - - - 63 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Manager: Lee I-Chuan
Chairman: Lee Ching-Hung
Head of accounting: Ting Szu-Fang
22
Tai Tung Communication Co., Ltd.
Parent Company Only Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: Thousands of NT$, except for earnings per share in NT$
| Code Operating revenue (Note 4, 23, and 30) 4110 Sales revenue 4170 Less: Sales returns and allowances 4100 Net sales revenue 4520 Construction revenue 4000 Total operating revenue Operating costs (Note 4, 10, 19, 21, 24, 30, and 32) 5110 Cost of goods sold 5520 Construction costs 5000 Total operating costs 5900 Gross profit 5910 Unrealized loss (gains) on transactions with subsidiaries and associates 5920 Realized gains on transactions with subsidiaries and associates 5950 Realized operating gross margins Operating expenses (Note 4, 19, 21, 24, and 30) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Net operating profit |
2025 | % 62 - 62 38 100 52 32 84 16 - 1 17 3 7 - 10 7 |
2024 | |||
|---|---|---|---|---|---|---|
| Amount $ 840,406 887 839,519 511,805 1,351,324 699,020 431,603 1,130,623 220,701 ( 7,498 ) 19,210 232,413 30,907 97,595 3,466 131,968 100,445 |
Amount $ 999,194 491 998,703 771,464 1,770,167 815,069 811,221 1,626,290 143,877 494 22,132 166,503 24,149 112,130 3,377 139,656 26,847 |
% | ||||
| 56 - 56 44 100 46 46 92 8 - 1 9 2 6 - 8 1 |
(Continued on next page)
23
(Continued from previous page)
| Code Non-operating income and expenses (Note 4, 11, 19, 24, and 30) 7100 Interest income 7010 Other income 7020 Other profits and losses 7050 Financial costs 7070 Share of gains or losses of subsidiaries and associates accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expenses (Note 4 and 25) 8200 Net income for the year Other comprehensive income (Note 4, 21, 22, and 25) Items that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gain or loss on investments in equity instruments measured at fair value through other comprehensive income 8310 |
2025 | % - 2 - ( 2 ) 10 10 17 ( 1) 16 - - - |
2024 | |
|---|---|---|---|---|
| Amount $ 2,093 27,297 ( 3,496 ) ( 32,795 ) 142,405 135,504 235,949 ( 19,823) 216,126 1,056 ( 1,057) ( 1) |
Amount $ 1,182 33,272 263,154 ( 37,893 ) 158,349 418,064 444,911 ( 38,122) 406,789 6,042 10,103 16,145 |
% | ||
| - 2 15 ( 2 ) 9 24 25 ( 2) 23 - 1 1 |
(Continued on next page)
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(Continued from previous page)
| Code Items that may be reclassified subsequently to profit or loss 8371 Subsidiaries' exchange differences resulting from translating the financial statements of a foreign operation accounted for using the equity method 8399 Income tax relating to items that may be reclassified to profit or loss 8360 8300 Other comprehensive income for the year (net of tax) 8500 Total comprehensive income for the year Earnings per share (Note 26) 9750 Basic 9850 Diluted |
2025 | % - - - - 16 |
2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount 2,206 $ 441) 1,765 17,910 $ 424,699 $ 2.43 $ 2.43 |
% | ||||||||
( |
- - - 1 24 |
||||||||
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Lee Ching-Hung Manager: Lee I-Chuan Head of accounting: Ting Szu-Fang
25
Tai Tung Communication Co., Ltd.
Parent Company Only Statements of Changes in Shareholders' Equity
January 1 to December 31, 2025 and 2024
Unit: Thousands of NT$
| Code A1 Balance as of January 1, 2024 2023 earnings distribution B1 Legal reserve D1 Net profit of 2024 D3 Other comprehensive income after tax for 2024 D5 Total comprehensive income in 2024 L1 Treasury stock repurchase L3 Treasury stock cancellation C7 Changes in associates accounted for using the equity method M3 Disposal of investments accounted for using the equity method Z1 Balance as of December 31, 2024 2024 earnings distribution B1 Legal reserve B5 Cash dividends D1 Net profit of 2025 D3 Other comprehensive income after tax for 2025 D5 Total comprehensive income in 2025 M3 Disposal of investments accounted for using equity method Z1 Balance as of December 31, 2025 |
Capital stock (Note22) 1,709,219 - - - - - 50,000 ) - - 1,659,219 - - - - - - $ 1,659,219 |
Capital surplus (Note4,11, and22) $ 1,246,156 - - - - - ( 29,701 ) 3,673 ( 236) 1,219,892 - - - - - ( 3,673) $ 1,216,219 |
Retained earnings (Note 22) Legal reserve Special reserve Unappropriated earnings - $ 10,581 $ 11,037 1,104 - ( 1,104 ) - - 406,789 - - 6,042 - - 412,831 - - - - - ( 47,206 ) - - - - - - 1,104 10,581 375,558 36,562 - ( 36,562 ) - - ( 232,291 ) - - 216,126 - - 1,056 - - 217,182 - - - $ 37,666 $ 10,581 $ 323,887 |
Retained earnings (Note 22) Legal reserve Special reserve Unappropriated earnings - $ 10,581 $ 11,037 1,104 - ( 1,104 ) - - 406,789 - - 6,042 - - 412,831 - - - - - ( 47,206 ) - - - - - - 1,104 10,581 375,558 36,562 - ( 36,562 ) - - ( 232,291 ) - - 216,126 - - 1,056 - - 217,182 - - - $ 37,666 $ 10,581 $ 323,887 |
Retained earnings (Note 22) Legal reserve Special reserve Unappropriated earnings - $ 10,581 $ 11,037 1,104 - ( 1,104 ) - - 406,789 - - 6,042 - - 412,831 - - - - - ( 47,206 ) - - - - - - 1,104 10,581 375,558 36,562 - ( 36,562 ) - - ( 232,291 ) - - 216,126 - - 1,056 - - 217,182 - - - $ 37,666 $ 10,581 $ 323,887 |
Otherequityitem(Note4and22) Exchange differences on translation of foreign financial statements Unrealized valuation gain or loss on financial assets measured at fair value through other comprehensive income ( $ 7,242 ) $ 5,989 - - - - 1,765 10,103 1,765 10,103 - - - - - - - - ( 5,477 ) 16,092 - - - - - - 360 ( 1,057) 360 ( 1,057) - - ($ 5,117) $ 15,035 |
Otherequityitem(Note4and22) Exchange differences on translation of foreign financial statements Unrealized valuation gain or loss on financial assets measured at fair value through other comprehensive income ( $ 7,242 ) $ 5,989 - - - - 1,765 10,103 1,765 10,103 - - - - - - - - ( 5,477 ) 16,092 - - - - - - 360 ( 1,057) 360 ( 1,057) - - ($ 5,117) $ 15,035 |
Treasury stock $ - - - - - ( 126,907 ) 126,907 - - - - - - - - - $ - |
Totalequity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements ( $ 7,242 ) - - 1,765 1,765 - - - - ( 5,477 ) - - - 360 360 - ($ 5,117) |
||||||||||||
| Legal reserve - 1,104 - - - - - - - 1,104 36,562 - - - - - $ 37,666 |
Special reserve $ 10,581 - - - - - - - - 10,581 - - - - - - $ 10,581 |
|||||||||||
| $ ( |
$ ( ( ( |
$ |
( ( ( ( |
( ( ( |
( ( |
( |
( ( ( ( |
$ 2,975,740 - 406,789 17,910 424,699 126,907 ) - 3,673 236) 3,276,969 - 232,291 ) 216,126 359 216,485 3,673) $ 3,257,490 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Lee Ching-Hung
Manager: Lee I-Chuan
Head of accounting: Ting Szu-Fang
26
Tai Tung Communication Co., Ltd.
Parent Company Only Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: Thousands of NT$
| Code Cash flows from operating activities A10000 Net income before tax for the year A20010 Income and expense items A20100 Depreciation expenses A20200 Amortization expenses A20400 Net loss on financial assets and liabilities measured at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A22400 Share of gains or losses of subsidiaries and associates accounted for using the equity method A22500 Loss (profit) from disposal of property, plant and equipment A23100 Gains on disposal of investments A23900 Unrealized gains (losses) on transactions with subsidiaries and associates A24000 Realized gains on transactions with subsidiaries and associates A23700 Inventory falling price loss (reversed profit) A24100 Unrealized foreign currency exchange profit A29900 Lease modification gain A29900 Recognition (reversal) of provisions A30000 Net changes in operating assets and liabilities |
2025 $ 235,949 82,818 686 1,794 32,795 ( 2,093 ) ( 922 ) ( 142,405 ) ( 1,180 ) - 7,498 ( 19,210 ) ( 24,719 ) ( 395 ) - ( 1,347 ) |
2024 |
|---|---|---|
| $ 444,911 69,375 665 417 37,893 ( 1,182 ) ( 1,093 ) ( 158,349 ) 27 ( 290,393 ) ( 494 ) ( 22,132 ) 10,136 ( 91 ) ( 23 ) 60,412 |
(Continued on next page)
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(Continued from previous page)
| Code A31115 Financial assets mandatorily measured at fair value through profit or loss A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventory A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit assets A32990 Other liabilities A33000 Cash inflow from operating activities A33500 Income tax paid A33500 Income tax returned AAAA Net cash inflow from operating activities Cash flows from investing activities B01900 Disposal of investments accounted for using the equity method B02400 Subsidiary proceeds from capital reduction B02700 Purchase of property, Plant and Equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B06500 Increase in other financial assets B06600 Decrease in other financial assets B07100 Increase in prepayments for equipment B07500 Interest received B07600 Dividend received B09900 Dividends received from subsidiaries and associates |
2025 ( $ 13,159 ) 251,633 1,194 ( 91,873 ) 211 49,513 62,977 ( 2,085 ) ( 94,977 ) - 30,344 ( 10,794 ) ( 13,264 ) ( 4,030 ) 396 9,459 344,814 ( 17,620 ) 39 327,233 - - ( 20,459 ) 1,524 ( 50,236 ) 3,522 ( 758 ) ( 1,029 ) - ( 26,098 ) 2,093 922 16,820 |
2024 |
|---|---|---|
| ( $ 10,906 ) ( 3,943 ) ( 119 ) ( 123,092 ) ( 2,653 ) 233,456 76,573 13,210 35,183 ( 129 ) ( 26,105 ) 28,483 ( 96,175 ) 3,734 448 ( 625) 277,419 ( 45 ) 82 277,456 448,488 312,283 ( 30,122 ) 4,617 ( 17,683 ) 1,910 ( 645 ) - 2,927 ( 48,261 ) 1,182 1,093 25,077 |
(Continued on next page)
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(Continued from previous page)
| Code BBBB Net cash inflow (outflow) from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C03000 Increase in deposits received C03100 Decrease in deposits received C04020 Lease principal repayment C04500 Cash dividends distributed C04900 Cost of treasury stock repurchase C05600 Interests paid CCCC Net cash inflow (outflow) from financing activities EEEE Increase in cash and cash equivalents for the year E00100 Cash and cash equivalents balance - beginning of the year E00200 Cash and cash equivalents balance - end of the year |
|
|---|---|
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Lee Ching-Hung
Manager: Lee I-Chuan
Head of accounting: Ting Szu-Fang
29
Independent Auditors' Report
To Tai Tung Communication Co., Ltd.:
Auditor's Opinion
We have audited the consolidated balance sheet of Tai Tung Communication Co., Ltd., and its subsidiaries, as of December 31, 2025 and 2024, and the related consolidated statement of comprehensive income, consolidated statement of changes in shareholders' equity, consolidated statements of cash flows, and notes to the consolidated financial statements (including significant accounting policies) for the years ended December 31, 2025 and 2024.
In our opinion, the consolidated financial reports referred to above present fairly, in all material respects, the consolidated financial position of Tai Tung Communication Co., Ltd., and its subsidiaries, as of December 31, 2025 and 2024, and its consolidated financial performance and cash flows for the years ended December 31 2025 and 2024, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers, and International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretation Announcements recognized and made effective by the Financial Supervisory Commission.
The Basis for Opinions
We concluded our audits in accordance with the regulations governing auditing and attestation of financial statements by certified public accountants and auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of Tai Tung Communication Co., Ltd., and its subsidiaries, in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 consolidated financial statements of Tai Tung Communication Co., Ltd. and its subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2025 consolidated financial statements of Tai Tung Communication Co., Ltd., and its subsidiaries, are as follows:
Taiwan Intelligent Fiber Optic Network Co., Ltd.'s property, plant and equipment and impairment assessment of intangible assets
As of December 31, 2025, Taiwan Intelligent Fiber Optic Network Consortium Co., Ltd., a subsidiary of Tai Tung Communication Co., Ltd., has balances of NT$866,720 thousand and
30
NT$1,844,400 thousand in property, plant and equipment and intangible assets, respectively, accounting for a significant portion of total consolidated assets.
The property, plant and equipment and intangible assets of Taiwan Intelligent Fiber Optic Network Co., Ltd. are assessed at each balance sheet date whether there is any indication that it may be impaired according to IAS 36 "Impairment of Assets." For details about the accounting policies and relevant disclosures for impairment assessment of property, plant and equipment and intangible assets, please refer to Notes 4, 5, 15, and 18.
If there is objective evidence of an indication that the property, plant and equipment and intangible assets is impaired, the management of Taiwan Intelligent Fiber Optic Network Consortium Co., Ltd. should assess the recoverable amount of the property, plant and equipment and intangible assets. Due to impairment testing involving significant judgments such as accounting estimates and management assumptions, it has been identified as a key audit matter for the year 2025.
For the specific aspects expressly stated in the above key audit matter, the major response procedures that have been implemented include:
-
Obtain an asset impairment assessment report issued by external expert, understand the qualifications of the expert to judge whether the result is reliable, and have the statement of Independence issued by the expert to judge whether the objectivity of the expert is sufficient.
-
Assess whether the methodology and relevant assumptions adopted in the impairment assessment by external experts are appropriate
Other Information
Tai Tung Communication Co., Ltd. has prepared its parent company only financial statements for the years ended December 31, 2025 and 2024, which have been audited by our firm with an unqualified audit report issued thereon, available for reference.
Responsibilities of Management and Those in Charge with Governance of the Consolidated Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
31
In preparing the individual financial statements, the management is also responsible for assessing the ability of Tai Tung Communication Co., Ltd., and its subsidiaries, as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting, unless the management either intends to liquidate Tai Tung Communication Co., Ltd., and its subsidiaries, or cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of Tai Tung Communication Co., Ltd. and its subsidiaries.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue and auditor's report. 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. If fraud or errors are considered material, individually or in 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 auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following tasks:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design, and perform countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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 internal control effective in Tai Tung Communication Co., Ltd. and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
-
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Tai Tung Communication Co., Ltd., and its subsidiaries, to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause Tai Tung Communication Co., Ltd., and its subsidiaries, to cease as a going concern.
32
-
Evaluate the overall presentation, structure, and content of the consolidated statements, including related notes, whether the consolidated statements represent the underlying transactions and events in a matter that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of Tai Tung Communication Co., Ltd., and its subsidiaries, to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of Tai Tung Communication Co., Ltd. and its subsidiaries. We remain solely responsible for our audit opinion.
We communicate with those in charge of 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 in charge of 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 in charge of governance, we determine those matters that were of most significance in the audit of the 2025 consolidated financial statements of Tai Tung Communication Co., Ltd., and its subsidiaries, and are therefore the key audit matters. We describe these matters in our auditor's 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 communications.
Deloitte & Touche CPA Hsieh Tung-Ju CPA Li Kuan-Hao
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1090347472
Financial Supervisory Commission Approval Document No. Jin-Guan-Zheng-Shen-Zi No. 1100372936
March 25, 2026
33
Tai Tung Communication Co., Ltd. and subsidiaries Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: Thousands of NT$
| Code 1100 1110 1136 1140 1150 1170 1200 1220 130X 1410 1476 1479 11XX 1510 1517 1550 1600 1755 1760 1780 1840 1915 1920 1980 1990 15XX 1XXX Code 2100 2130 2150 2170 2200 2230 2250 2280 2322 2399 21XX 2540 2570 2580 2670 25XX 2XXX 3110 3210 3310 3320 3350 3300 3410 3420 3400 31XX 36XX 3XXX |
Assets Current assets Cash and cash equivalents (Note 4 and 6) Financial assets at fair value through profit or loss - current (Note 4 and 8) Financial assets at amortized cost - current (Note 4 and 7) Contract assets - current (Note 4 and 26) Notes Receivable, net (Notes 4, 10 and 33) Accounts receivable, net (Notes 4, 10 and 33) Other receivables (Notes 4, 10 and 33) Current tax assets (Notes 4 and 28) Inventory (Note 4 and 11) Prepayments (Notes 12 and 35) Other financial assets - current (Notes 6 and 34) Other current assets Total current assets Non-current assets Financial asset at fair value through profit or loss - non-current (Note 4 and 8) Financial assets at fair value through other comprehensive income - non-current (Note 4 and 9) Investments accounted for using the equity method (Note 4 and 14) Property, plant and equipment (Notes 4, 15, 33, 34 and 35) Right-of-use assets (Notes 4 and 16) Investment properties, net (Notes 4, 17 and 34) Intangible assets (Notes 4, 15, 18 and 35) Deferred tax assets (Notes 4 and 28) Prepayment for equipment (Note 35) Refundable deposits (Note 33) Other financial assets - non-current (Notes 6, 18 and 34) Other non-current assets (Notes 4 and 24) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term borrowings (Notes 19 and 34) Contract liabilities - current (Notes 4, 26 and 33) Notes payable (Note 20) Accounts payable (Note 20) Other payables (Notes 21 and 33) Current tax liabilities (Notes 4 and 28) Provisions - current (Notes 4 and 22) Lease liabilities - current (Notes 4 and 16) Long-term borrowings due within 1 year or 1 operating cycle (Notes 19 and 34) Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings (Notes 19 and 34) Deferred tax liabilities (Notes 4 and 28) Lease liabilities - non-current (Notes 4 and 16) Other non-current liabilities (Notes 4, 23 and 26) Total non-current liabilities Total liabilities Equity attributed to owners of parent company Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of foreign financial statements Unrealized valuation gain or loss on financial assets measured at fair value through other comprehensive income Total other equity Total equity attributed to owners of parent company Non-controlling interests Total equity Total liabilities and equity |
December 31, 2025 | December 31, 2025 | % 13 - - 2 - 6 - - 6 1 - 1 29 - - 3 32 3 2 25 1 2 1 2 - 71 100 5 1 - 2 2 - 1 1 11 - 23 19 - 2 3 24 47 23 16 1 - 4 5 - - - 44 9 53 100 |
December 31, 2024 | December 31, 2024 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 979,067 24,136 17,500 143,993 329 411,700 5,204 333 427,108 97,782 17,489 27,890 2,152,531 28,376 26,730 210,518 2,340,072 210,023 132,960 1,808,105 47,639 168,829 68,478 164,036 31,252 5,237,018 $ 7,389,549 $ 390,000 48,619 14 149,043 157,088 6,585 61,752 35,498 835,510 11,130 1,695,239 1,411,300 1,916 163,298 168,245 1,744,759 3,439,998 1,659,219 1,216,219 37,666 10,581 323,887 372,134 5,117 ) 15,035 9,918 3,257,490 692,061 3,949,551 $ 7,389,549 |
Amount $ 493,520 21,142 - 395,626 1,523 329,890 7,595 481 464,160 161,670 15,739 3,989 1,895,335 19,844 27,787 233,188 2,331,494 190,733 216,744 1,872,815 63,092 177,877 43,145 140,930 32,706 5,350,355 $ 7,245,690 $ 150,000 152,699 14 130,731 150,276 17,744 86,081 29,435 - 13,011 729,991 2,284,836 1,747 155,491 149,219 2,591,293 3,321,284 1,659,219 1,219,892 1,104 10,581 375,558 387,243 5,477 ) 16,092 10,615 3,276,969 647,437 3,924,406 $ 7,245,690 |
% | |||||||
( |
( |
7 - - 6 - 5 - - 6 2 - - 26 - - 3 32 3 3 26 1 3 1 2 - 74 100 2 2 - 2 2 - 1 1 - - 10 32 - 2 2 36 46 23 17 - - 5 5 - - - 45 9 54 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Lee Ching-Hung
Manager: Lee I-Chuan
Head of accounting: Ting Szu-Fang
34
Tai Tung Communication Co., Ltd. and subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: Thousands of NT$, except for earnings per share in NT$
| Code Revenue (Note 4, 18, 26 and 33) 4110 Sales revenue 4520 Construction revenue 4600 Telecommunications services revenue 4800 Other operating revenue 4000 Total operating revenue Operating costs (Notes 4, 11, 18, 22, 27, 33 and 35) 5110 Cost of goods sold 5520 Construction costs 5600 Telecommunications services costs 5800 Other operating costs 5000 Total operating costs 5900 Gross profit Operating expenses (Notes 4, 10, 22, 27, and 33) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses (reversal gains) 6000 Total operating expenses 6900 Operating income Non-operating income and expenses (Notes 4, 14, 22, 27, and 33) 7010 Other income 7020 Other profits and losses 7060 Share of gains or losses of associates recognized using the equity method 7050 Financial costs 7100 Interest income 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax benefits (costs) (Note 4 and 28) 8200 Net income for the year |
2025 | % 36 27 35 2 100 31 21 21 1 74 26 3 9 - - 12 14 - 1 2 3 ) - - 14 1) 13 |
2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 750,577 552,359 724,934 47,557 2,075,427 654,706 428,345 426,516 28,401 1,537,968 537,459 58,525 194,493 3,466 228) 256,256 281,203 8,049 22,400 33,011 66,079 ) 6,025 3,406 $ 284,609 22,150) 262,459 |
Amount $ 909,455 803,728 768,113 6,003 2,487,299 757,337 831,301 414,574 8,240 2,011,452 475,847 51,777 213,660 3,377 38,918 307,732 168,115 15,342 309,838 58,867 78,697 ) 6,094 311,444 $ 479,559 38,122) 441,437 |
% | ||||||
( ( ( |
( ( |
( ( |
( ( |
37 32 31 - 100 31 33 17 - 81 19 2 9 - 1 12 7 1 12 2 3 ) - 12 19 1) 18 |
(Continued on next page)
35
(Continued from previous page)
| Code Other comprehensive income (Notes 4, 24, 25 and 28) Items that will not be reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gain or loss on investments in equity instruments measured at fair value through other comprehensive income 8310 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign financial statements 8371 Exchange differences on translation of financial statements of foreign operations of associates accounted for using the equity method 8399 Income tax relating to items that may be reclassified to profit or loss 8360 8300 Other comprehensive income for the year (net of tax) 8500 Total comprehensive income for the year Net income attributed to: 8610 Owners of parent company 8620 Non-controlling interests 8600 Total comprehensive income attributed to: 8710 Owners of parent company 8720 Non-controlling interests 8700 Earnings per share (Note 29) 9750 Basic 9850 Diluted |
2025 | % - - - - - - - - 13 11 2 13 11 2 13 |
2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 1,056 1,057) 1) 492 40 ) 90) 362 361 $ 262,820 $ 216,126 46,333 $ 262,459 $ 216,485 46,335 $ 262,820 $ 1.30 $ 1.30 |
Amount 6,042 10,103 16,145 2,288 19 ) 441) 1,828 17,973 $ 459,410 $ 406,789 34,648 $ 441,437 $ 424,699 34,711 $ 459,410 $ 2.43 $ 2.43 |
% | ||||||
| ( ( ( ( |
( ( |
- - - - - - - - 18 16 2 18 17 1 18 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Lee Ching-Hung Manager: Lee I-Chuan
Head of accounting: Ting Szu-Fang
36
Tai Tung Communication Co., Ltd. and subsidiaries Consolidated Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: Thousands of NT$
| Code A1 Balance as of January 1, 2024 2023 earnings distribution B1 Legal reserve D1 Net profit of 2024 D3 Other comprehensive income after tax for 2024 D5 Total comprehensive income in 2024 L1 Treasury stock repurchase L3 Treasury stock cancellation C7 Changes in associates accounted for using the equity method M3 Disposal of investments accounted for using equity method O1 Return of capital reduction from subsidiary O1 Cash dividends from subsidiary shareholders Z1 Balance as of December 31, 2024 2024 earnings distribution B1 Legal reserve B5 Cash dividends D1 Net profit of 2025 D3 Other comprehensive income after tax for 2025 D5 Total comprehensive income in 2025 M3 Disposal of investments accounted for using equity method Z1 Balance as of December 31, 2025 |
Equity attributed to | Equity attributed to | owners of parent company (Note 14 and 25) | owners of parent company (Note 14 and 25) | owners of parent company (Note 14 and 25) | Total $ 2,975,740 - 406,789 17,910 424,699 126,907 ) - 3,673 236 ) - - 3,276,969 - 232,291 ) 216,126 359 216,485 3,673) $ 3,257,490 |
Non-controlling interests (Note 14 and 25) $ 768,158 - 34,648 63 34,711 - - 1,711 - ( 145,503 ) ( 11,640) 647,437 - - 46,333 2 46,335 ( 1,711) $ 692,061 |
Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock $ 1,709,219 - - - - - 50,000 ) - - - - 1,659,219 - - - - - - $ 1,659,219 |
Capital surplus $ 1,246,156 - - - - - 29,701 ) 3,673 236 ) - - 1,219,892 - - - - - 3,673) $ 1,216,219 |
Retained earnings | Unappropriated earnings $ 11,037 ( 1,104 ) 406,789 6,042 412,831 - ( 47,206 ) - - - - 375,558 ( 36,562 ) ( 232,291 ) 216,126 1,056 217,182 - $ 323,887 |
Other equity Unrealized valuation gain or loss on financial assets measured at fair value through other comprehensive income Exchange differences on translation of foreign financial statements ( $ 7,242 ) $ 5,989 - - - - 1,765 10,103 1,765 10,103 - - - - - - - - - - - - ( 5,477 ) 16,092 - - - - - - 360 ( 1,057) 360 ( 1,057) - - ($ 5,117) $ 15,035 |
Treasury stock $ - - - - - 126,907 ) 126,907 - - - - - - - - - - - $ - |
|||||||||||||
Exchange differences on translation of foreign financial statements ( $ 7,242 ) - - 1,765 1,765 - - - - - - ( 5,477 ) - - - 360 360 - ($ 5,117) |
||||||||||||||||||
| Legal reserve $ - 1,104 - - - - - - - - - 1,104 36,562 - - - - - $ 37,666 |
Special reserve $ 10,581 - - - - - - - - - - 10,581 - - - - - - $ 10,581 |
|||||||||||||||||
( |
( ( ( |
( ( ( ( |
( ( ( |
( ( |
( |
( ( ( ( |
( ( ( |
( ( ( ( ( ( |
$ 3,743,898 - 441,437 17,973 459,410 126,907 ) - 5,384 236 ) 145,503 ) 11,640) 3,924,406 - 232,291 ) 262,459 361 262,820 5,384) $ 3,949,551 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Lee Ching-Hung
Manager: Lee I-Chuan
Head of accounting: Ting Szu-Fang
37
Tai Tung Communication Co., Ltd. and subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: Thousands of NT$
| Code Cash flows from operating activities A10000 Net income before tax for the year A20010 Income and expense items A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit impairment losses (Reversed profit) A20400 Net losses (gains) on financial assets measured at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A22300 Share of gains or losses of associates recognized using the equity method A22500 Gains on disposal of property, plant and equipment A23100 Gains on disposal of investments A23700 Inventory falling price loss (reversal gain) A24100 Unrealized loss on investments in foreign currencies A29900 Construction revenue A29900 Lease modification gain A29900 Recognition of provisions A30000 Net changes in operating assets and liabilities A31115 Financial assets measured at fair value through profit or loss A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventory A31230 Prepayments A31240 Other current assets A31250 Other financial assets - current |
2025 $ 284,609 222,806 160,843 ( 228 ) 1,821 66,079 ( 6,025 ) ( 922 ) ( 33,011 ) ( 1,729 ) ( 20,563 ) ( 19,782 ) 210 ( 95,375 ) - 413 ( 13,347 ) 251,633 1,194 ( 81,570 ) 3,291 52,045 65,862 ( 358 ) ( 1,750 ) |
2024 |
|---|---|---|
| $ 479,559 206,637 152,818 38,918 ( 7 ) 78,697 ( 6,094 ) ( 1,093 ) ( 58,867 ) ( 38,955 ) ( 290,411 ) 16,708 409 ( 95,784 ) ( 24 ) 60,432 ( 5,414 ) ( 3,416 ) ( 119 ) ( 163,230 ) ( 2,964 ) 226,374 53,037 1,970 11,231 |
(Continued on next page)
38
(Continued from previous page)
| Code A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit liability A32990 Other liabilities A33000 Cash inflow from operating activities A33500 Income tax paid A33500 Income tax returned AAAA Net cash inflow from operating activities Cash flows from investing activities B00040 Acquisition of financial assets at amortized cost B01900 Disposal of investments accounted for using the equity method B02700 Purchase of property, Plant and Equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B06500 Increase in other financial assets – non-current B06800 Decrease in other non-current assets B07100 Increase in prepayments for equipment B07500 Interest received B07600 Dividend received B09900 Dividends received from subsidiaries and associates BBBB Net cash inflow (outflow) from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C03000 Increase in deposits received C03100 Decrease in deposits received C04020 Lease principal repayment |
2025 ( $ 104,079 ) - 18,090 ( 12,698 ) ( 13,537 ) ( 4,709 ) 396 9,459 729,068 ( 17,798 ) 116 711,386 ( 17,500 ) 51,750 ( 67,548 ) 3,121 ( 53,316 ) 4,515 ( 758 ) ( 23,106 ) 2,114 ( 19,126 ) 5,176 922 19,070 ( 94,686) 240,000 - 788,000 ( 828,000 ) 5,653 ( 4,469 ) ( 34,866 ) |
2024 |
|---|---|---|
| $ 50,584 ( 115 ) ( 28,613 ) 26,629 ( 96,600 ) 4,675 448 ( 2,424) 614,996 ( 428 ) 106 614,674 - 448,488 ( 171,028 ) 45,874 ( 26,164 ) 3,294 ( 645 ) ( 38,333 ) 1,842 ( 48,261 ) 6,062 1,093 - 222,222 - ( 558,638 ) 820,000 ( 1,215,740 ) 53,797 ( 5,466 ) ( 23,482 ) |
(Continued on next page)
39
(Continued from previous page)
| Code C04500 Cash dividends distributed C04700 Subsidiaries’ cash capital reduction C04900 Cost of treasury stock repurchase C05600 Interests paid CCCC Net cash outflow from financing activities DDDD Impact of changes in exchange rate on cash and cash equivalents EEEE Increase (decrease) in cash and cash equivalents for the year E00100 Cash and cash equivalents balance - beginning of the year E00200 Cash and cash equivalents balance - end of the year |
2025 ( $ 232,291 ) - - ( 65,597) ( 131,570) 417 485,547 493,520 $ 979,067 |
2024 |
|---|---|---|
| ( $ 11,640 ) ( 145,503 ) ( 126,907 ) ( 79,461) ( 1,293,040) 2,080 ( 454,064 ) 947,584 $ 493,520 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Lee Ching-Hung Manager: Lee I-Chuan
Head of accounting: Ting Szu-Fang
40
Attachment 4
Remuneration to Directors and Independent Directors
Unit: Thousands of NT$
| Title | Name | Remuneration to directors | Remuneration to directors | Remuneration to directors | Remuneration to directors | Total amount of A, B, C, and D, and their proportions to the after-tax net income(%) |
Total amount of A, B, C, and D, and their proportions to the after-tax net income(%) |
Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Remuneration to employees in concurrent roles | Total amoun D, E, and proportions after-tax net |
t of A, B, C, F and their to the income (%) |
Remuneration received from re-investment businesses or from the parent company other than the subsidiaries |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) |
Retirement benefits (B) |
Remuneration to directors (C ) |
Operating execution expenses (D) |
Compensation, bonuses, and special allowances(E) |
Retirement benefits (F) |
Employee compensation (G) |
||||||||||||||||
| The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
|||||
| Cash amount | Stock value | Cash amount | Stock value | |||||||||||||||||||
| Chairperson | Lee Ching-Hung |
5,582 | 5,582 | - | - | 750 | 750 | 30 | 62 | 6,394 2.94 |
1,068 2.96 |
- | 5,159 | - | - | - | - | 1,383 | - |
6,362 2.94 |
12,936 5.99 |
None |
| Director | Xin Di Investment Co., Ltd. |
- | - | - | - | 3,617 | 3,617 |
- | - | 3,617 1.67 |
3,617 1.67 |
- | - | - | - | - | - | - | - | 3,617 1.67 |
3,617 1.67 |
None |
| Legal Representative: Li Yi-Chuan |
- | - | - | - | - | - | 30 | 68 | 30 0.01 |
68 0.03 |
2,686 | 2,740 |
118 | 118 |
1,502 | - | 1,502 | - |
4,336 2.01 |
4,428 2.05 |
None | |
| Director | Wang Ho-Ting | - | - | - | - | 600 | 600 | 30 | 36 | 630 0.29 |
636 0.29 |
- | - | - | - | - | - | - | - | 630 0.29 |
636 0.29 |
None |
| Independent Director |
Wang Yu-Peng | 240 | 240 | - | - | - | - | 66 | 66 | 306 0.14 |
306 0.14 |
- | - | - | - | - | - | - | - | 306 0.14 |
306 0.14 |
None |
| Independent Director |
Huang Li-Chen | 240 | 240 | - | - | - | - | 66 | 66 | 306 0.14 |
306 0.14 |
- | - | - | - | - | - | - | - | 306 0.14 |
306 0.14 |
None |
| Independent Director |
Tsai Chang-Hsi | 240 | 240 | - | - | - | - | 72 | 72 | 312 0.14 |
312 0.14 |
- | - | - | - | - | - | - | - | 312 0.14 |
312 0.14 |
None |
| Independent Director |
Liang Wen-Jaw | 240 | 240 | - | - | - | - | 54 | 54 | 294 0.14 |
294 0.14 |
- | - | - | - | - | - | - | - | 294 0.14 |
294 0.14 |
None |
41
-
Please describe the policy, system, standards, and structure for the payment of independent directors' remuneration, and explain the correlation between the responsibilities, risks, time commitment, etc., and the amount of remuneration paid: 1. According to the "Scope of Duties of Independent Directors" regulation of the Company, independent directors' remuneration consists of fixed monthly compensation. 2. As per the Company's Articles of Association, if the Company is profitable in a fiscal year (i.e., profit before tax deduction of employee compensation and director remuneration), no more than 2% should be allocated for director remuneration.
-
Apart from the disclosures in the table above, remunerations received by directors of the Company during the recent financial year for services provided to all companies mentioned in the financial statements (such as serving as consultants not employed by the company): None.
42
Appendix 1
==> picture [53 x 37] intentionally omitted <==
==> picture [281 x 30] intentionally omitted <==
Articles of Association
Chapter 1 General Provisions
-
Article 1: The Company is organized in accordance with the provisions of the Company Act and named Tai Tung Communication Co., Ltd.
-
Article 2: The Company's business scope is as follows:
-
C805050 Industrial Plastic Products Manufacturing
-
F401010 International Trade
-
E599010 Piping Engineering
-
F113010 Wholesale of Machinery
-
F113020 Wholesale of Electrical Appliances
-
F113030 Wholesale of Precision Instruments
-
F113070 Wholesale of Telecommunication Apparatus
-
F119010 Wholesale of Electronic Materials
-
F213010 Retail Sale of Electrical Appliances
-
F213040 Retail Sale of Precision Instruments
-
F213060 Retail Sale of Telecommunication Apparatus
-
F213080 Retail Sale of Machinery and Tools
-
F219010 Retail Sale of Electronic Materials
-
CE01010 General Instrument Manufacturing
-
CB01010 Mechanical Equipment Manufacturing
-
CC01070 Wireless Communication Mechanical Equipment Manufacturing
-
CC01060 Wired Communication Mechanical Equipment Manufacturing
-
E603010 Cable Installation Engineering
-
E701030 Controlled Telecommunications Radio-Frequency
Devices Installation Engineering
-
CC01020 Electric Wires and Cables Manufacturing
-
E601010 Electric Appliance Construction
-
G801010 Warehousing
-
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
-
CC01080 Electronics Components Manufacturing
-
E701010 Telecommunications Engineering
-
F118010 Wholesale of Computer Software
-
F218010 Retail Sale of Computer Software
-
I301010 Information Software Services
43
-
J504011 Cable Radio and Television System Operator
-
E605010 Computer Equipment Installation
-
G901011 Type I Telecommunications Business
-
G902011 Type II Telecommunications Business
-
J502020 Community Shared Antenna System TV Equipment
-
E701020 Satellite Television KU Channels and Channel C Equipment Installation
-
F213030 Retail Sale of Computers and Clerical Machinery Equipment
-
F114080 Wholesale of Track Vehicle and Component Parts Thereof
-
F115020 Wholesale of Ores
-
F214080 Retail Sale of Track Vehicle and Component Parts Thereof
-
F215020 Retail Sale of Ores
-
E603080 Traffic Signs Installation Engineering
-
C804020 Industrial Rubber Products Manufacturing
-
C804990 Other Rubber Products Manufacturing
-
C901030 Cement Manufacturing
-
C901050 Cement and Concrete Products Manufacturing
-
CA01050 Steel Secondary Processing
-
CA01990 Other Non-ferrous Metal Basic Industries
-
CA02010 Manufacture of Metal Structure and Architectural Components
-
CA02990 Other Metal Products Manufacturing
-
F106010 Wholesale of Hardware
-
F111090 Wholesale of Building Materials
-
G799990 Other Transportation Support
-
B101010 Coal Mining
-
F112020 Wholesale of Coal and Coal Products
-
F113090 Wholesale of Traffic Sign Equipment and Materials
-
F206010 Retail Sale of Hardware
-
F211010 Retail Sale of Building Materials
-
E603090 Lighting Equipment Construction
-
E604010 Machinery Installation
-
EZ05010 Instrument and Meters Installation Engineering
-
CD01020 Rail Vehicle and Parts Manufacturing
-
IG03010 Energy Technical Services
-
CC01100 Controlled Telecommunications Radio-Frequency
Devices and Materials Manufacturing
-
G903010 Telecommunications Business
-
F114010 Wholesale of Motor Vehicles
-
F214010 Retail Sale of Motor Vehicles
-
F114990 Wholesale of Other Traffic Means of Transport and Component Parts There of
44
-
F214990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof
-
CB01990 Other Machinery Manufacturing
-
CA01010 Iron and Steel Smelt
-
CD01030 Motor Vehicles and Parts Manufacturing
-
CD01990 Other Transport Equipment and Parts Manufacturing
-
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
45
Article 2-1: The Company for business needs may mutually guarantee with related enterprises.
-
Article 2-2: The Company's reinvestment amount is not subject to the restriction of Article 13 of the Company Act.
-
Article 3: The Company is located in New Taipei City; also, branches may be set up in Taiwan and abroad with the resolution of the board of directors.
-
Article 4: The Company shall have announcements made in accordance with Article 28 of the Company Act.
Chapter 2 Shares
-
Article 5: The Company has a capital stock of NT$2 billion with 200 million shares authorized at NT$10 par. The board of directors is authorized to have the unissued shares issued in installments.
-
Article 6: When the Company becomes a shareholder of limited liability in other companies, the total amount of its investment in such other companies is not subject to the limit of total investment amount as stated in Article 13 of the Company Act.
-
Article 7: The Company issuing and printing shares shall have the share certificates affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. The Company may be exempted from printing any share certificate for the registered shares issued, but the Company shall register the issued shares with a centralized securities depositary
The Company may be exempted from printing any share certificate for the registered shares issued, but the Company shall register the issued shares with a centralized securities depositary
- Article 8: The Company shall have the transfer of share ownership, creation of pledge, removal of pledge, reporting of loss, inheritance, gift and seal report loss, change or change of address, etc., handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies," unless otherwise stipulated by the law and regulations.
46
Chapter 3 Shareholders' Meetings
-
Article 9: Shareholders' meetings include regular shareholders' meetings and special shareholders' meetings. Regular shareholders' meeting is held at least once every year by the board of directors within 6 months after the end of the fiscal year. A special shareholders' meeting is held when necessary.
-
A special shareholder's meeting shall be convened according to relevant regulations and laws.The shareholders of the Company may exercise their voting rights in an electronic form as one of the alternatives, which shall be implemented in accordance with the regulations of the competent authority.
-
Article 9-1: The Company's shareholders' meeting may be held via video conference or other methods announced by the competent authority. A shareholders' meeting by video conference shall comply with the regulations, operating procedures, and other matters to be complied with, unless otherwise stipulated by the competent authority.
-
Article 10: When a shareholder is unable to attend the shareholders' meeting for reasons, it shall be handled in accordance with the Company Act and the Regulations Governing the use of Proxies for Attendance at Shareholders' Meetings of Public Companies.
-
Article 11: Each share of the Company's stock entitles the shareholder to one vote. However, shares shall have no voting power under any of the circumstances stated in Article 179 of the Company Act.
-
Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
-
Article 12-1:After the public issuance of shares, the Company may not revoke the public offering without the approval of the shareholders' meeting. The above provision shall not be amended during the trading period of the Company's over-the-counter or listing.
47
- Article 13: If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave for any reason, the chairperson shall appoint one of the directors to act as chair, or, when the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Chapter 4 Directors and Managerial Officers
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Article 14: The Company has five to eleven directors who are elected from the list of candidates in accordance with the candidate nomination system stated in Article 192-1 of the Company Act.
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The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The total registered shares owned by the directors of the Company shall be processed in accordance with the regulations of the competent authority. The Company may obtain a liability insurance for the board directors with respect to liabilities resulting from exercising their duties during their terms of directorship. The quorum of independent directors as stated in the preceding paragraph shall be not less than three in number and not less than one-third of the total number of directors.
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Article 14-1:The cumulative voting method shall be used for election of the Company's directors. In the process of electing directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect. When it is necessary to amend the election method, in addition to handling it in accordance with Article 172 of the Company Act, the main content shall be listed and explained in the "reason for the convening" column of the meeting notice.
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Article 15: The term of office of a director is for three years; but he/she may be eligible for re-election. When the number of vacancies in the board of directors equals to one-third of the total number of directors, or when all board directors are dismissed, the board of directors shall call a shareholders' meeting to elect succeeding directors to fill the vacancies for the remaining term of office.
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Article 15-1:A notice with detailed information shall be given to each director no later than 7 days prior to the scheduled meeting date in calling a board. In case of emergency, meetings may be convened at any time.
A meeting notice may be issued in writing, by fax or email, etc.
- Article 16: The first meeting of each term of the board of directors shall be convened in accordance with the provision of Article 203 of the Company Act. A board meeting shall be convened by the chairman of the board of directors on a quarterly basis. Unless otherwise stipulated in the Company Act, the resolutions reached in the board meeting shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. The meeting minutes shall be affixed with the signature or seal of the chairman of the meeting. The directors of the Company may appoint another director to attend the board meeting on his/her behalf. In case a board meeting is proceeded via video conference, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 17: The duties and powers of the board of directors are as follows:
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Stipulation of business policy, review of business plan, and supervision of plan implementation.
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Review of budget and final accounts.
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Planning of capital increase or decrease.
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Review of earnings distribution.
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Approval of important contracts signed externally.
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Proposal for amendment to the Articles of Association.
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Review and approval of the charters and Articles of Association of branch companies.
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Resolutions for the establishment, reorganization, or dissolution of branch offices.
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Appointment and dismissal of the Company's important personnel.
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Decisions on other important matters.
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Article 18: Deleted.
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Article 19: The Company may appoint managerial officers according to the needs of the operation, and their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
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Article 20: The Company's board of directors is authorized to determine the remuneration of the directors in accordance with the degree of participation in the Company's operations and the value of their contributions, and by referring to the industry standards.
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The remuneration to the Company's independent directors may be paid according to the degree of participation in the operation of the Company and the value of their contributions at the typical pay levels adopted by other exchange-listed companies. The board of directors is authorized to determine the amount.
Chapter 5 Accounting
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Article 21: The fiscal year of the Company is from January 1 to December 31 each year. The board of directors shall prepare the following documents at the end of the fiscal year and then submit them to the regular shareholders' meeting for approval:
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Business report
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Financial statements
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Proposal for the earnings distribution or deficit compensation
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Article 22: Appropriate 1% or more of the earnings (that is, net income before tax without deducting the distribution of remuneration to employees and directors), if any, as remuneration to employees (the amount of this item should not be less than 60% to be allocated to grassroots employees) and 2% or less as remuneration to directors. The remuneration to employee and directors shall be decided by the board of directors and reported to the shareholders' meeting.
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The Company may have the profit distributable as employees' compensation in the preceding paragraph distributed in the form of shares or in cash. Qualification requirements of employees entitled to receive shares or cash may include the employees of parents or subsidiaries of the company meeting certain specific requirements. The remuneration to directors in the preceding paragraph shall only be paid in cash.
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The Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation and remuneration to directors distributed, and in addition a report of such distribution shall be submitted to the shareholders' meeting. However, the Company's accumulated losses (including an adjustment to the amount of unappropriated retained earnings) shall have been covered first, and then the employees' compensation and remuneration to directors shall be appropriated according to the preceding ratios.
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Article 22-1:After closing of accounts, if there is surplus earning, the Company shall first make up the losses for the preceding years and then set aside a legal reserve of 10% of the net profit. Where such legal reserve amounts to the total paid-in capital of the Company, this provision shall not apply. The Company may set aside or reverse another sum as special reserve from the rest according to the laws and regulations. The remaining profit, if any, together with the accumulated unappropriated retained earnings, shall be distributed as shareholders' dividends subject to the proposal for distribution of profits adopted by the board of directors and the approval of the shareholders' meeting.
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Article 22-2:The Company is at the stable growth stage. Based on its long-term financial planning, the dividends and profit-sharing compensation may be distributed to the shareholders in the form of shares or in cash. In the future, dividends will be distributed to shareholders based on the Company's operating conditions. When the after-tax basic earnings per share of the Company reaches at least NT$0.5 per share, the total dividend amount should be at least 10% of the distributable earnings for the year, with the cash dividend ratio not lower than 10% of the total dividend amount. The Company is at the stable growth stage.
Chapter 6 Supplemental Provisions
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Article 23: Matters not stipulated in this Articles of Association shall be handled in accordance with the Company Act and relevant laws and regulations.
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Article 24: The Articles of Association was formulated on November 21, 1981. The 1st amendment was made on December 14, 1981. The 2nd amendment was made on July 9, 1988.
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The 3rd amendment was made on February 19, 1990. The 4th amendment was made on June 21, 1992. The 5th amendment was made on August 1, 1994.
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The 6th amendment was made on July 15, 1995. The 7th amendment was made on May 21, 1997. The 8th amendment was made on October 15, 1997. The 9th amendment was made on November 20, 1997. The 10th amendment was made on June 12, 1998. The 11th amendment was made on May 8, 1999. The 12th amendment was made on July 29, 1999. The 13th amendment was made on April 29, 2000. The 14th amendment was made on May 30, 2001. The 15th amendment was made on June 11, 2002. The 16th amendment was made on June 12, 2003. The 17th amendment was made on June 30, 2005. The 18th amendment was made on June 27, 2006. The 19th amendment was made on June 27, 2007. The 20th amendment was made on June 24, 2009. The 21st amendment was made on June 24, 2010. The 22nd amendment was made on April 12, 2011. The 23rd amendment was made on May 24, 2012. The 24th amendment was made on June 10, 2013. The 25th amendment was made on June 24, 2014. The 26th amendment was made on June 7, 2016. The 27th amendment was made on June 16, 2017. The 28th amendment was made on June 11, 2018. The 29th amendment was made on June 6, 2019. The 30th amendment was made on July 2, 2021. The 31st amendment was made on May 31, 2022. The 32nd amendment was made on May 31, 2024. The 33rd amendment was made on May 26, 2025.
Tai Tung Communication Co., Ltd.
Chairperson: Lee Ching-Hung
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Appendix2
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Rules of Procedure for Shareholders' Meetings
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Article 1: The Company shall have the regular shareholders' meetings and special shareholders' meetings conducted in accordance with the "Rules of Procedures for Shareholders' Meetings," unless otherwise regulated by law and regulations of the Articles of Association.
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Article 2: The "shareholders" stated in the "Rules of Procedures for Shareholders' Meetings" refers to the shareholders and their representatives and proxies.
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Article 3: The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, the place to register for attendance, and other matters for attention.
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The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences.
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The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. The Company shall set up a registration desk for the attending shareholders to sign in and submit the attendance card. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials.
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Where there is an election of directors, pre-printed ballots shall also be furnished. Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance.
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Article 4: Solicitors soliciting proxy forms shall also bring identification documents for verification. Attendance and voting at a shareholders' meetings shall be calculated based on the numbers of shares. With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
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Article 5: The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
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Article 6: The shareholders' meeting of the Company shall be convened by the board of directors unless otherwise provided by laws and regulations. The shareholders' meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or unable to exercise powers for any reason, the chairperson shall appoint one of the directors to act as chair, or, when the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
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When a director serves as chair as referred to in the preceding paragraph, the director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
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It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the shareholder's meeting minutes. If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
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Article 6-1 The Company shall prepare proposals and supporting documents in an electronic form related to the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the shareholders' meeting agenda, and upload them to the Market Observation Post System 30 days before the scheduled regular shareholders' meeting or 15 days before the scheduled special shareholders' meeting. An electronic file of the shareholders' meeting agenda handbook and the supplemental materials should be prepared and uploaded to the Market Observation Post System 21 days before the scheduled regular shareholders' meeting or 15 days before the scheduled special shareholders' meeting.
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The Company shall prepare the shareholders' meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time 15 days before the scheduled date of the shareholders' meeting. In addition, the handbook shall be displayed at the Company and the Company's stock registrar and transfer agent; also, it shall be provided for review by the shareholders at the meeting venue.
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The reasons for convening a meeting should be stated in the meeting notices and public announcements, which may be issued by means of electronic transmission after obtaining a prior consent from the recipient thereof.
Election or dismissal of directors, amendments to the Articles of Association, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting.
None of the above matters may be raised by an extraordinary motion.A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited to one only in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda.
The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. The board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda at the shareholders' meeting.
- Article 7: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
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Article 8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year.
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Article 9: The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
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However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one-third or more of the total number of issued shares, the meeting can be proceeded and a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
A shareholder may appoint a proxy to attend each shareholders' meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company 5 days before the scheduled shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. Unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 days before the meeting date.If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
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- Article 10: If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda).The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (extraordinary motions included), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. Shareholders shall not elect another chairman to hold another meeting at the same place or at any other place after close of the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
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Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
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A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken.
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When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
- Article 12: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
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Article 13: For the shareholder referring to the government or legal person, there can be more one representative designated to attend the shareholders' meeting. A corporate shareholder being entrusted to attend in a shareholders' meeting may designate only one representative to represent it in the meeting.
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When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
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Article 14: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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Article 15: When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he/she may announce discontinuance of the discussion and submit the motion for resolution.
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Article 16: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. he meeting minutes may be produced and distributed in electronic form.
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The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The meeting minutes shall be retained for the duration of the existence of the Company.
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Article 17: The chairperson may consider the schedule and announce for a break during the proceedings of a meeting.
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If a force majeure event occurs when a meeting is in session, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
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If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
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Article 18: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
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When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, the shareholder has waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. It is therefore advisable that the Company avoids the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days before the scheduled shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. Unless a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, 2 days before the scheduled shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
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Article 19: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Article 20: Except as otherwise provided in the Company Act and in the Company's Articles of Association, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
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Article 21: The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
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When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
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Article 22: The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year.
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Article 23: The Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies on the day of a shareholders' meeting, and shall make an express disclosure of the same at the place of the shareholders' meeting.
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If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws and regulations or under Taiwan Stock Exchange regulations, the Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period. Matters not fully addressed in the "Rules of Procedure for Shareholders' Meetings" shall be governed by the Company's Articles of Association, Company Act, and other relevant laws and regulations.
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Article 24: The "Rules of Procedure for Shareholders' Meetings" shall take effect after having been submitted to and approved by a shareholders' meeting.
Article 25: Subsequent amendments thereto shall be effective in the same manner.
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Appendix3
Shareholding Status of All Directors
- The minimum number of shares to be held by the entire body of directors of the Company and the number of shares held as recorded in the shareholders' register:
As of the book closure date for the 2026 general shareholders' meeting, the number of outstanding common stock of issued shares: 165,921,891
| Item / Category | Shares required to be held | Number of shares held as recorded inthe shareholders' register |
|---|---|---|
| Entire body of directors | N/A (Note) | 30,575,282 shares (excluding the shareholding of independentdirectors) |
Note: According to Article 2 of "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies",
The Company has elected independent directors exceeding half of the total board seats and has established an audit committee, thus, the requirement for the total number of shares to be held by all directors
does not apply.
- As of the book closure date for the 2026 general shareholders' meeting (March 27, 2026), the numbers of shares held by individual and by all directors (independent directors included) respectively as recorded in the shareholders' register are described as follows:
| Title | Name | Shareholding | Shareholding ratio (Note) |
|---|---|---|---|
| Chairperson | Lee Ching-Hung | 9,389,116 | 5.66% |
| Director | Xin Di Investment Co.,Ltd. | 21,186,166 | 12.77% |
| Director | WangHo-Ting | 0 | 0.00% |
| Independent Director |
Wang Yu-Peng | 0 | 0.00% |
| Independent Director |
Huang Li-Chen | 0 | 0.00% |
| Independent Director |
Tsai Chang-Hsi | 0 | 0.00% |
| Independent Director |
Liang Wen-Jaw | 0 | 0.00% |
| Total shares held bythe entire bodyof directors | 30,575,282 | 18.43% |
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Appendix4
The impact of the stock dividend proposed at the shareholders' meeting on the Company's operating performance, earnings per share, and shareholders' return on investment: N/A
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