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Twinhead — AGM Information 2026
May 12, 2026
52032_rns_2026-05-12_399178b1-5b74-4495-89e7-cbcea3fcb95b.pdf
AGM Information
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Stock Code: 2364
TWINHEAD
Twinhead International Corporation
2026 Annual General Meeting Meeting Handbook
June 12, 2026
No. 31, Huaxi Rd., Dafa Industrial Park, Daliao Dist., Kaohsiung City
Table of Contents
I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
III. Report Items ... 4
IV. Ratification Matters ... 7
V. Discussion Items ... 11
VI. Election Items ... 16
VII. Other Discussion Items ... 17
VIII. Extempore Motions ... 18
IX. Appendix
Appendix 1: the Audit Committee’s Review Report ... 20
Appendix 2: 2025 Business Report ... 21
Appendix 3: 2025 Financial Statements (Parent Company Only Financial Statements and Consolidated Financial Statements) ... 22
Appendix 4: Independent Auditors’ Report ... 30
Appendix 5: 2025 Earnings Distribution Table ... 37
Appendix 6: Comparison Table of Amended Articles of the Company’s “Procedures for Acquisition or Disposal of Assets” ... 38
Appendix 7: Details of the New Restricted Employee Shares Proposed to Be Issued ... 51
Appendix 8: List of the Company’s Director Candidates (Including Independent Directors) ... 53
Appendix 9: the Company’s “Articles of Incorporation” ... 56
Appendix 10: the Company’s “Regulations Governing the Election of Directors” ...63
Appendix 11: the Company’s “Rules of Procedure for Annual General Meetings” ...66
Appendix 12: Shareholdings of the Company’s Directors ...70
1
Twinhead International Corporation
2026 Annual General Meeting Procedure
I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
IV. Ratification Matters
V. Discussion Items
VI. Election Items
VII. Other Discussion Items
VIII. Extempore Motions
IX. Adjournment
2
Twinhead International Corporation
Agenda of the 2026 Annual General Meeting
Meeting Method: Physical AGM
Time: June 12, 2026 (Friday) at 10:00 a.m.
Place: No. 31, Huaxi Road, Dafa Industrial Park, Daliao District, Kaohsiung City
I. Report Items:
(I) The Audit Committee presents the Company’s 2025 audit report.
(II) Report on the distribution of employee compensation and directors’ remuneration for 2025.
(III) Report on the Company’s 2025 cash dividend distribution.
II. Ratification Matters:
(I) The Company’s 2025 Business Report.
(II) The Company’s 2025 Financial Statements (Parent Company Only Financial Statements and Consolidated Financial Statements).
(III) The Company’s 2025 earnings distribution proposal.
III. Discussion Items:
(I) The Company’s 2025 capitalization of retained earnings through issuance of new shares.
(II) Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets.”
(III) The Company’s issuance of new restricted employee shares.
IV. Election Items:
Election of the Company’s 15th Term directors (including independent directors).
V. Other Discussion Items:
Release of the non-compete restrictions on the Company’s 15th Term directors.
VI. Extempore Motions
VII. Adjournment
3
Report Items
Proposal 1: The Audit Committee presents the Company’s 2025 audit report.
Description: The Company’s 2025 Audit Committee’s Review Report (please refer to page 20 of this handbook for details of Audit Committee’s Review Report).
Resolution:
4
Proposal 2: Report on the distribution of the Company’s 2025 employee compensation and directors’ remuneration.
Description: I. According to Article 22-1 of the Company’s Articles of Incorporation, if the Company realizes a profit in a given year, it must allocate no less than 5% of the profit to employee bonuses and no more than 4% to director’s compensation as required by law. Of this allocation, at least 0.5% of the profit must be designated for basic-level employee bonuses. However, the profit should be reserved first for offsetting of accumulated losses if any.
II. On December 30, 2025, the Company’s 15th meeting of the 14th Term Board of Directors Approved the appropriation rates of employee remuneration and directors’ remuneration from 2025 net income before tax (income before deduction of employee remuneration and directors’ remuneration), with 8% appropriated as employee remuneration and 3% as directors’ remuneration. Employee remuneration was NT$19,820,321 (same below) and directors’ remuneration was NT$7,432,621 after calculation.
III. The employees’ and directors’ remuneration are to be distributed in cash. The employees’ remuneration will be distributed to the full-time employees of the Company only.
Resolution:
Proposal 3: Report on the Company’s 2025 cash dividend distribution.
Description: I. In consideration of the Company’s financial planning, the Board of Directors resolved at its 16th meeting of the 14th session on March 13, 2026, to distribute cash dividends of NT$104,777,296 (NT$ 2 per share) to common shareholders. The aforementioned cash dividends for common shares were distributed in proportion to each shareholder’s holdings as recorded on the shareholders’ register on the dividend record date, calculated to the nearest dollar, with amounts less than NT$1 rounded down, and the aggregate amount of fractional payments of less than NT$1 was included in other income of the Company. The Chairman is authorized by the Board of Directors to determine matters related to the record date and distribution date of dividends.
II. If the Company subsequently repurchases the Company’s shares for transfer or cancellation of treasury shares, or for other reasons, resulting in an impact on the number of outstanding shares and a change in the dividend distribution rate for shareholders, the Chairman is authorized by the Board of Directors to handle all related matters.
Resolution:
Ratification Matters
Proposal 1 Proposed by the Board of Directors
Motion: The Company’s 2025 Business Report, submitted for ratification.
Description:
I. The Company’s 2025 business report (please refer to page 21 of this handbook) has been approved by the 14th Board of Directors in the 16th meeting on March 13, 2026. The Audit Committee examined and issued the audit report.
II. Proposed for acknowledgement.
Resolution:
Proposal 2 Proposed by the Board of Directors
Motion: The Company’s 2025 financial statements (Parent Company Only Financial Statements and Consolidated Financial Statements), submitted for ratification.
Description:
I. The Company’s 2025 financial statements (unconsolidated and consolidated, please refer to page 22-29 of this handbook) have been approved by the 14th Board of Directors in the 16th meeting on March 13, 2026, were audited by CPA Huang, Tsai-Chuan and CPA Huang, Po-Shu of KPMG (please refer to page 30-36 of this handbook). Audit Committee examined and issued the audit report.
II. Proposed for acknowledgement.
Resolution:
9
Proposal 3 Proposed by the Board of Directors
Motion: The Company’s 2025 earnings distribution, submitted for ratification.
Description:
I. The Company’s beginning retained earnings were NT$ 29,866,093. The net profit after tax for 2025 was NT$220,019,171; after deducting the legal reserve of 10% (NT$22,001,917) as required by the Company Act and the Company’s Articles of Incorporation, and adding the undistributed earnings carried forward from the previous period, the total earnings available for distribution for the current period amounted to NT$227,883,347.
II. In accordance with the Company’s Articles of Incorporation, Class A registered preferred stock is entitled to dividend priority. A dividend and bonus totaling NT$2,124, calculated at an annual rate of 20% based on par value, has been proposed. The record date for the preferred stock dividend is July 10, 2026, and the payment date is July 31, 2026.
III. Common stock dividends are to be distributed as follows: NT$52,388,650 in stock dividends (NT$1 per share) and NT$104,777,296 in cash dividends (NT$2 per share), for a total of NT$157,165,946. The retained earnings at year-end were NT$70,715,277.
IV. The Company’s 2025 Earnings Distribution Table (please refer to page 37 of this handbook) has been Approved by the Board of Directors at the 16th meeting of the 14th Term on March 13, 2026, and the Audit Committee has completed its review and issued an audit
report.
V. Proposed for acknowledgement.
Resolution:
10
Discussion Items
Proposal 1 Proposed by the Board of Directors
Motion: The Company’s 2025 capital increase through capitalization of earnings, submitted for discussion.
Description: I. To optimize capital planning, the Company proposed issuing new shares through a capitalization of earnings in 2025, totaling NT$ 52,388,650. The shares have a par value of NT$ 10 each, and a total of 5,238,865 new shares were issued. Shares to be issued on the capital increase out of surplus profit shall be distributed, with no consideration paid, to the shareholders as registered in the shareholders roster on the record date at the rate circa 100 per 1,000 shares. The shareholder with fractional shares may apply to the Company’s agent for stock affairs for pairing fractional shares into a whole share within 5 days from the record date. For shares remained factional with or without being paired, upon expiration of the said period, cash will be paid according to their par value (and rounded to the nearest full New Taiwan Dollar) instead, and the Chairman is authorized to look for specified persons to buy the fraction of shares according to the face value. For shareholders receiving stock allotments through book-entry transfer, payments for fractional shares of less than one full share will be used to cover the expenses associated with the book-entry process.
II. Rights and obligations of the new shares issued in the capital increase are the same as the former shares.
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III. After this proposal is Approved by the Annual General Meeting and approved by the competent authority, it is proposed that the Board of Directors be authorized to determine the record date for the capital increase and stock allotment and other related matters. It is proposed that the Board of Directors would be authorized to deal with the adjustment due to regulation of competent authority or objective environment,
IV. If the number of outstanding shares of the Company is subsequently affected by the transfer or cancellation of treasury shares due to the Company's repurchase of its shares, or other reasons, resulting in a change in the stock allotment ratio for shareholders, the Chairperson is authorized to handle all related matters.
V. Proposed for discussion.
Resolution:
Proposal 2 Proposed by the Board of Directors
Motion: Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets,” submitted for discussion.
Description:
I. The Company proposes to amend certain provisions of its "Procedures for Acquisition or Disposal of Assets" in accordance with the Financial Supervisory Commission’s order No. 1140383333, issued on July 24, 2025. (Please refer to pages 38-50 of this handbook for a comparison table of the amended provisions.)
II. Proposed for discussion.
Resolution:
Proposal 3 Proposed by the Board of Directors
Motion: The Company’s issuance of new restricted employee shares, submitted for discussion.
Description:
I. To attract and retain middle and senior management and key personnel, incentivize employees, and foster unity, the Company aims to maximize benefits for both the Company and its shareholders. The Company intends to issue new restricted employee shares pursuant to Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.
II. The Company plans to issue 1,600,000 restricted employee shares of common stock, with a par value of NT$10 per share for a total of NT$16,000,000. These shares will be issued at fair market value.
III. Description of the terms of this issuance, employee eligibility criteria, the number of shares available for subscription, the rationale for issuing new restricted shares, potential expenses, the dilution of earnings per share, and other matters affecting shareholder rights (please refer to pages 51-52 of this handbook).
IV. Restrictions, important agreements, and any other matters related to the new restricted employee shares will be governed by applicable laws and regulations and the Company’s issuance procedures.
V. The various conditions for the issuance of new
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restricted employee shares are subject to change based on instructions from the competent authority, amendments to relevant laws and regulations, or evolving financial market conditions or the objective environment. To allow for flexibility, it is proposed that the Annual General Meeting authorize the Chairperson to handle all related matters, subject to subsequent ratification by the Board of Directors before issuance.
VI. The relevant issuance procedures will be carried out after the filing with the competent authority becomes effective.
VII. Submitted for discussion.
Resolution:
15
Election Items
Proposed by the Board of Directors
Motion: Election of the Company’s 15th Term directors (including independent directors), submitted for election.
Description: I. The term of the directors of the 14th Board will be ended on June 12, 2026. It is proposed to elect new directors (including independent directors) for the 15th Board at this year's Shareholders’ Meeting. In accordance with Articles 12 and 12-1 of the Company’s Articles of Incorporation, the Company proposes to elect 11 directors, including 4 independent directors as stipulated in Article 4 of the “Taiwan Stock Exchange Corporation Rules Governing the Establishment of Boards of Directors by TWSE Listed Companies and the Board’s Exercise of Powers.” A candidate nomination system will be used. The three-year term of the 15th Term directors (including independent directors) will start from June 13, 2026 and conclude on June 12, 2029.
II. List of director candidate (Including independent director) (please refer to page 53-55 of this handbook).
III. Submitted for election.
Voting Results:
17
Other Discussion Items
Proposed by the Board of Directors
Motion: Release of the Company’s 15th Term directors from non-competition restrictions, submitted for discussion.
Description: I. In accordance with Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
II. As the Company’s 15th Term directors may invest in or operate other companies whose business scope is the same as or similar to that of the Company, and serve as directors or managerial officers of other companies, approval is hereby requested to release the Company’s 15th Term directors from non-competition restrictions from the date they assume office.
III. Submitted for discussion.
Resolution:
18
Extempore Motions
19
Adjournment
Appendix 1
Twinhead International Corporation: Audit Report by Audit Committee
Hereby
The Company’s Board of Directors has prepared 2025 Business Report, financial statements (including standalone and consolidated) and the proposal for earnings distribution. The financial statements (including standalone and consolidated) have been audited by CPA Huang, Tsai-Chuan and CPA Huang, Po-Shu with KPMG Taiwan. The above statements and documents have been audited by the Audit Committee, and no non-compliance was found. The above-mentioned table has been reviewed by the Audit Committee and is deemed to be in compliance with relevant laws and regulations. It is submitted for review in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
As above
2026 Shareholders’ Meeting
Convener of Audit Committee: Yuan-Chuan Lee
March 16, 2026
20
Appendix 2
Twinhead International Corporation 2025 Business Report
I. Overview of Operations and Plan Implementation Results:
The Company’s 2025 consolidated operating revenue was NT$1,505,691 thousand, and the gross profit was NT$599,381 thousand, with a gross profit margin of 40%.
II. Overview of Production, Sales, and Profitability:
The Company’s main products are military/industrial-grade and rugged portable computers. The consolidated sales volume for 2025 was 57,213 units, with a sales amount of NT$1,406,477 thousand. Together with sales of other electronic components, total sales amounted to NT$1,505,691 thousand.
III. Overview of Profit or Loss and Execution of Operating Revenue and Expenditure Budget:
Despite pressure from uncertainties such as U.S. tariffs in 2025, the Company saw annual revenue and profit grow compared with the previous year, as channel development adjustments took effect and raw material prices and freight rates remained stable. The Company’s consolidated net profit after tax for 2025 was NT$218,239 thousand, while the parent company’s net profit after tax was NT$220,019 thousand.
IV. Business Policies and Outlook:
Business: In addition to strengthening the distribution systems established in Europe and America and deepening cooperation and development with major customers, the Company also continues to adjust the channel structure in Mainland China and other third-world countries, selecting the strong and eliminating the weak, to establish the foundation for the Company’s stable growth in the future.
In terms of products: In addition to continuously launching rugged portable devices with different positioning for existing vertical markets, the Company will also invest in research and development in line with technology development trends such as AI to develop promising new products.
In terms of organizational costs: Continue promoting the rationalization and automation of the organization and its processes, and strive to reduce costs and expenses and improve efficiency and profitability.
Outlook for 2026: The Company will continue to strengthen and improve the operations of subsidiaries and build extensive local strategic partnerships to increase market penetration and coverage. With the increasing brand awareness and product lines, it is expected to continue to grow in 2026 and achieve operating and profit targets.
Responsible Person: Yu-Jen Kao
Managerial Officers: Si-Fu Kao
Accounting Supervisor: Hung-Jung Wang
21
Appendix 3
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Assets Current assets: | December 31, 2025 | December 31, 2024 | Liabilities and Equity Current liabilities: | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ 469,918 | 30 | 455,232 | 30 | 2100 | Short-term borrowings (notes 6(i) and 8) | $ 315,000 | 21 | 465,000 | 31 |
| 1151 | Notes receivable, net (notes 6(b) and 6(q)) | 98 | - | - | - | 2130 | Current contract liabilities (note 6(q)) | 19,526 | 1 | 63,654 | 4 |
| 1170 | Accounts receivable, net (notes 6(b) and 6(q)) | 55,646 | 4 | 52,029 | 4 | 2150 | Notes payable | 64 | - | 271 | - |
| 1180 | Accounts receivable - related parties, net (notes 6(b), 6(q) and 7) | 118,728 | 8 | 92,389 | 6 | 2170 | Accounts payable | 134,447 | 9 | 139,104 | 9 |
| 1210 | Other receivables from related parties (note 7) | 149 | - | 73 | - | 2200 | Other payables (notes 6(m) and 6(r)) | 112,002 | 7 | 95,554 | 7 |
| 130x | Inventories (note 6(c)) | 310,543 | 20 | 284,103 | 19 | 2220 | Other payables - related parties (note 7) | 923 | - | 2,681 | - |
| 1410 | Prepayments | 7,352 | - | 8,340 | 1 | 2250 | Provisions - current (note 6(j)) | 13,642 | 1 | 10,917 | 1 |
| 1470 | Other current assets | 4,978 | - | 4,259 | - | 2280 | Current lease liabilities (note 6(k)) | 17,418 | 1 | 17,324 | 1 |
| Total current assets | 967,412 | 62 | 896,425 | 60 | 2300 | Other current liabilities | 20,296 | 1 | 17,295 | 1 | |
| Non-current assets: | Total current liabilities | 633,318 | 41 | 811,800 | 54 | ||||||
| 1520 | Financial assets measured at fair value through other comprehensive income - non-current (note 6(d)) | 49 | - | 51 | - | 2550 | Provisions - non-current (note 6(j)) | 5,576 | - | 6,054 | - |
| 1600 | Property, plant and equipment (notes 6(f), 6(j) and 8) | 266,239 | 17 | 263,504 | 18 | 2580 | Non-current lease liabilities (note 6(k)) | 30,824 | 2 | 48,242 | 4 |
| 1755 | Right-of-use assets (note 6(g)) | 47,167 | 3 | 64,790 | 4 | 2670 | Other non-current liabilities (notes 6(e) and 7) | 51,763 | 3 | 14,912 | 1 |
| 1760 | Investment property, net (notes 6(h), 6(i) and 8) | 137,150 | 9 | 138,554 | 9 | Total non-current liabilities | 88,163 | 5 | 69,208 | 5 | |
| 1840 | Deferred income tax assets (note 6(n)) | 32,874 | 2 | 32,874 | 2 | Total liabilities | 721,481 | 46 | 881,008 | 59 | |
| 1920 | Refundable deposits | 7,069 | - | 7,080 | - | Equity (notes 6(d) and 6(o)): | |||||
| 1942 | Long-term accounts receivable - related parties (notes 6(b), 6(q) and 7) | 69,804 | 5 | 73,576 | 5 | Share capital: | |||||
| 1995 | Other non-current assets | 33,587 | 2 | 25,710 | 2 | 3110 | Ordinary shares | 523,886 | 34 | 402,989 | 26 |
| Total non-current assets | 593,939 | 38 | 606,139 | 40 | 3120 | Preference shares | 11 | - | 11 | - | |
| 523,897 | 34 | 403,000 | 26 | ||||||||
| 3200 | Capital surplus | 35 | - | 33 | - | ||||||
| Retained earnings: | |||||||||||
| 3310 | Legal reserve | 36,774 | 2 | 21,199 | 2 | ||||||
| 3350 | Unappropriated retained earnings | 249,885 | 16 | 166,340 | 11 | ||||||
| 286,659 | 18 | 187,539 | 13 | ||||||||
| Other equities: | |||||||||||
| 3410 | Exchange differences on translation of foreign financial statements | 33,866 | 2 | 35,567 | 2 | ||||||
| 3420 | Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income | (4,587) | - | (4,585) | - | ||||||
| 29,279 | 2 | 30,982 | 2 | ||||||||
| Total equity | 839,870 | 54 | 621,556 | 41 | |||||||
| Total assets | $ 1,561,351 | 100 | 1,502,564 | 100 | Total liabilities and equity | $ 1,561,351 | 100 | 1,502,564 | 100 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar, Except for Earnings Per Ordinary Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(q) and 7) | $ 1,437,717 | 100 | 1,185,831 | 100 |
| 5000 | Operating costs (notes 6(c), 6(f), 6(j), 6(k), 6(m) and 7) | 897,270 | 62 | 764,852 | 64 |
| Gross profit from operations | 540,447 | 38 | 420,979 | 36 | |
| 5910 | Less: Changes in unrealized profit or loss on affiliated transactions | 450 | - | (698) | - |
| 5900 | Gross profit | 539,997 | 38 | 421,677 | 36 |
| 6000 | Operating expenses (notes 6(f), 6(g), 6(k), 6(l), 6(m), 6(r) and 7): | ||||
| 6100 | Selling expenses | 72,274 | 5 | 60,397 | 5 |
| 6200 | Administrative expenses | 136,400 | 10 | 123,458 | 11 |
| 6300 | Research and development expenses | 121,406 | 8 | 110,962 | 9 |
| Total operating expenses | 330,080 | 23 | 294,817 | 25 | |
| 6900 | Net operating income | 209,917 | 15 | 126,860 | 11 |
| 7000 | Non-operating income and expenses (notes 6(h), 6(k), 6(l) and 6(s)): | ||||
| 7100 | Interest income | 15,409 | 1 | 13,001 | 1 |
| 7010 | Other income | 15,810 | 1 | 17,789 | 1 |
| 7020 | Other gains and losses | (11,240) | (1) | 21,299 | 2 |
| 7050 | Finance costs | (11,152) | (1) | (13,034) | (1) |
| 7375 | Share of profit (loss) of subsidiaries accounted for under equity method | 1,757 | - | (1,191) | - |
| Total non-operating income and expenses | 10,584 | - | 37,864 | 3 | |
| Income from continuing operations before tax | 220,501 | 15 | 164,724 | 14 | |
| 7950 | Less: Income tax expense (note 6(n)) | 482 | - | - | - |
| Net income | 220,019 | 15 | 164,724 | 14 | |
| 8300 | Other comprehensive income (loss) (note 6(o)): | ||||
| 8310 | Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (2) | - | (2) | - |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | (2) | - | (2) | - | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (1,701) | - | 3,597 | - |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | (1,701) | - | 3,597 | - | |
| 8300 | Other comprehensive income (loss), net | (1,703) | - | 3,595 | - |
| Total comprehensive income (loss) | $ 218,316 | 15 | 168,319 | 14 | |
| 9750 | Basic earnings per share (in New Taiwan dollar) (note 6(p)) | $ 4.20 | 3.14 | ||
| 9850 | Diluted earnings per share (in New Taiwan dollar) (note 6(p)) | $ 4.17 | 3.13 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Share capital | Capital surplus | Retained earnings | Exchange differences on translation of foreign financial statements | Total other equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | Preference share | Total share capital | Legal reserve | Unappropriated retained earnings | Total retained earnings | Unrealized gains (losses) from financial assets measured at fair value through other | Total other equity | Total equity | |||
| Balance at January 1, 2024 | $ 309,991 | 11 | 310,002 | 35 | 10,778 | 114,006 | 124,784 | 31,970 | (13,552) | 18,418 | 453,239 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve appropriated | - | - | - | - | 10,421 | (10,421) | - | - | - | - | - |
| Cash dividends of preference share | - | - | - | - | - | (2) | (2) | - | - | - | (2) |
| Stock dividends of ordinary share | 92,998 | - | 92,998 | - | - | (92,998) | (92,998) | - | - | - | - |
| Net income | - | - | - | - | - | 164,724 | 164,724 | - | - | - | 164,724 |
| Other comprehensive income (loss) | - | - | - | - | - | - | - | 3,597 | (2) | 3,595 | 3,595 |
| Total comprehensive income (loss) | - | - | - | - | - | 164,724 | 164,724 | 3,597 | (2) | 3,595 | 168,319 |
| Disposal of equity investments at fair value through other comprehensive income | - | - | - | - | - | (8,969) | (8,969) | - | 8,969 | 8,969 | - |
| Balance at December 31, 2024 | 402,989 | 11 | 403,000 | 35 | 21,199 | 166,340 | 187,539 | 35,567 | (4,585) | 30,982 | 621,556 |
| Appropriation and distribution of retained earnings: | |||||||||||
| Legal reserve appropriated | - | - | - | - | 15,575 | (15,575) | - | - | - | - | - |
| Cash dividends of preference share | - | - | - | - | - | (2) | (2) | - | - | - | (2) |
| Stock dividends of ordinary share | 120,897 | - | 120,897 | - | - | (120,897) | (120,897) | - | - | - | - |
| Net income | - | - | - | - | - | 220,019 | 220,019 | - | - | - | 220,019 |
| Other comprehensive income (loss) | - | - | - | - | - | - | - | (1,701) | (2) | (1,703) | (1,703) |
| Total comprehensive income (loss) | - | - | - | - | - | 220,019 | 220,019 | (1,701) | (2) | (1,703) | 218,316 |
| Balance at December 31, 2025 | $ 523,886 | 11 | 523,897 | 35 | 36,774 | 249,885 | 286,659 | 33,866 | (4,587) | 29,279 | 839,870 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Net income before tax | $ 220,501 | 164,724 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation | 27,755 | 25,867 |
| Amortization | 10,296 | 9,705 |
| Interest expense | 11,152 | 13,034 |
| Interest income | (15,409) | (13,001) |
| Share of loss (gain) of subsidiaries accounted for using equity method | (1,757) | 1,191 |
| Changes in unrealized loss (profit) on affiliated transactions | 450 | (698) |
| Total adjustments to reconcile profit | 32,487 | 36,098 |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| Notes receivable | (98) | - |
| Accounts receivable | (3,617) | (7,515) |
| Accounts receivable—related parties | 13,867 | (10,968) |
| Other receivables from related parties | (76) | (73) |
| Inventories | (26,440) | (42,843) |
| Prepayments | 988 | (1,850) |
| Other current assets | 329 | (613) |
| Total changes in operating assets, net | (15,047) | (63,862) |
| Net changes in operating liabilities: | ||
| Contract liabilities | (44,128) | 46,446 |
| Notes payable | (207) | 210 |
| Accounts payable | (4,657) | 41,151 |
| Other payables | 16,515 | 17,738 |
| Other payable—related parties | (1,758) | 1,297 |
| Provisions | 2,247 | 381 |
| Other current liabilities | 3,001 | 3,670 |
| Total changes in operating liabilities, net | (28,987) | 110,893 |
| Total changes in operating assets and liabilities, net | (44,034) | 47,031 |
| Total adjustments | (11,547) | 83,129 |
| Cash inflow generated from operating activities | 208,954 | 247,853 |
| Interest received | 15,385 | 11,991 |
| Interest paid | (9,974) | (11,690) |
| Income taxes paid | (1,506) | (1,070) |
| Net cash flows from operating activities | 212,859 | 247,084 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of property, plant and equipment | (11,463) | (6,534) |
| Decrease in refundable deposits | 11 | 580 |
| Increase in other non-current assets | (18,173) | (13,034) |
| Net cash flows used in investing activities | (29,625) | (18,988) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 1,010,000 | 613,000 |
| Decrease in short-term borrowings | (1,160,000) | (700,000) |
| Increase in guarantee deposits received | 23 | 176 |
| Payment of lease liabilities | (17,324) | (16,781) |
| Cash dividends paid | (2) | (2) |
| Interest paid | (1,245) | (1,561) |
| Net cash used in financing activities | (168,548) | (105,168) |
| Net increase in cash and cash equivalents | 14,686 | 122,928 |
| Cash and cash equivalents at beginning of period | 455,232 | 332,304 |
| Cash and cash equivalents at end of period | $ 469,918 | 455,232 |
See accompanying notes to parent company only financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 1100 | Cush and cash equivalents (note 6(a)) | $ 501,707 | 33 | 490,294 | 33 | 2100 | Short-term borrowings (notes 6(i) and 8) | $ 315,000 | 21 | 465,000 | 31 |
| 1137 | Current financial assets at amortized cost (note 6(b)) | 3,769 | - | - | - | 2130 | Current contract liabilities (note 6(g)) | 24,934 | 2 | 71,355 | 5 |
| 1150 | Notes receivable, net (notes 6(c) and 6(g)) | 98 | - | - | - | 2150 | Notes payable | 64 | - | 271 | - |
| 1170 | Accounts receivable, net (notes 6(c) and 6(g)) | 75,346 | 5 | 76,062 | 5 | 2170 | Accounts payable | 137,905 | 9 | 141,163 | 10 |
| 1180 | Accounts receivable – related parties, net (notes 6(c), 6(g) and 7) | 14 | - | 296 | - | 2200 | Other payables (notes 6(m) and (r)) | 117,183 | 8 | 100,308 | 7 |
| 130x | Inventories (note 6(d)) | 326,449 | 22 | 298,818 | 20 | 2250 | Provisions – current (note 6(j)) | 14,725 | 1 | 11,255 | 1 |
| 1470 | Prepayments and other current assets | 15,661 | 1 | 16,001 | 1 | 2280 | Current lease liabilities (note 6(k)) | 20,421 | 1 | 20,211 | 1 |
| Total current assets | 923,044 | 61 | 881,471 | 59 | Other current liabilities | 20,772 | 1 | 17,688 | 1 | ||
| Non-current assets: | Total current liabilities | 651,004 | 43 | 827,251 | 56 | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (note 6(e)) | 49 | - | 51 | - | 2550 | Provisions – non-current (note 6(j)) | 12,091 | 1 | 6,054 | - |
| 1600 | Property, plant and equipment (notes 6(f) and 8) | 267,393 | 18 | 264,644 | 18 | 2580 | Non-current lease liabilities (note 6(k)) | 36,877 | 2 | 48,242 | 3 |
| 1755 | Right-of-use assets (note 6(g)) | 65,458 | 4 | 77,401 | 5 | 2645 | Guarantee deposits received | 6,980 | 1 | 7,028 | 1 |
| 1760 | Investment property, net (notes 6(h), 6(i) and 8) | 185,366 | 12 | 189,121 | 13 | 2670 | Other non-current liabilities | - | - | 1,548 | - |
| 1840 | Deferred income tax assets (note 6(n)) | 34,132 | 2 | 35,825 | 2 | Total non-current liabilities | 55,948 | 4 | 62,672 | 4 | |
| 1920 | Refundable deposits | 8,491 | 1 | 8,562 | 1 | Total liabilities | 706,952 | 47 | 889,923 | 60 | |
| 1995 | Other non-current assets | 33,587 | 2 | 25,710 | 2 | Equity attributable to owners of parent (notes 6(e) and (n)): | |||||
| Total non-current assets | 594,476 | 39 | 601,314 | 41 | 3110 | Share capital: | |||||
| 3120 | Ordinary shares | 523,886 | 35 | 402,989 | 27 | ||||||
| Preference shares | 11 | - | 11 | - | |||||||
| 523,897 | 35 | 403,000 | 27 | ||||||||
| 3200 | Capital surplus | 35 | - | 35 | - | ||||||
| Retained earnings: | |||||||||||
| 3310 | Legal reserve | 36,774 | 2 | 21,199 | 2 | ||||||
| 3350 | Unappropriated retained earnings | 249,885 | 16 | 166,340 | 11 | ||||||
| 286,659 | 18 | 187,539 | 13 | ||||||||
| Other equity: | |||||||||||
| 3410 | Exchange differences on translation of foreign financial statements | 33,866 | 2 | 35,567 | 2 | ||||||
| 3420 | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | (4,587) | - | (4,585) | - | ||||||
| 29,279 | 2 | 30,982 | 2 | ||||||||
| 839,870 | 55 | 621,556 | 42 | ||||||||
| Total equity attributable to owners of parent | (29,302) | (2) | (28,694) | (2) | |||||||
| 36xx | Non-controlling interests | 810,568 | 53 | 592,862 | 40 | ||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ 1,517,520 | 100 | 1,482,785 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar, Except for Earnings Per Ordinary Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (notes 6(q) and 7) | $ 1,505,691 | 100 | 1,249,517 | 100 |
| 5000 | Operating costs (notes 6(d), 6(f), 6(j), 6(k), 6(m) and 7) | 906,310 | 60 | 779,113 | 62 |
| 5900 | Gross profit | 599,381 | 40 | 470,404 | 38 |
| 6000 | Operating expenses (notes 6(c), 6(f), 6(g), 6(k), 6(l), 6(m), 6(r) and 7): | ||||
| 6100 | Selling expenses | 106,928 | 7 | 89,440 | 7 |
| 6200 | Administrative expenses | 171,160 | 12 | 156,056 | 13 |
| 6300 | Research and development expenses | 121,406 | 8 | 110,962 | 9 |
| 6450 | Impairment loss determined in accordance with IFRS 9 | 74 | - | - | - |
| Total operating expenses | 399,568 | 27 | 356,458 | 29 | |
| 6900 | Net operating income | 199,813 | 13 | 113,946 | 9 |
| 7000 | Non-operating income and expenses (notes 6(h), 6(k), 6(l) and 6(s)): | ||||
| 7100 | Interest income | 15,667 | 1 | 13,313 | 1 |
| 7010 | Other income | 29,783 | 2 | 32,142 | 2 |
| 7020 | Other gains and losses | (13,219) | (1) | 19,287 | 2 |
| 7050 | Finance costs | (11,259) | (1) | (13,255) | (1) |
| Total non-operating income and expenses | 20,972 | 1 | 51,487 | 4 | |
| Income from continuing operations before tax | 220,785 | 14 | 165,433 | 13 | |
| 7950 | Less: Income tax expense (note 6(n)) | 2,546 | - | 2,661 | - |
| Net income | 218,239 | 14 | 162,772 | 13 | |
| 8300 | Other comprehensive income (loss) (note 6(o)): | ||||
| 8310 | Components of other comprehensive income (loss) that will not be reclassified to profit or loss | ||||
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | (2) | - | (2) | - |
| 8349 | Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss | (2) | - | (2) | - | |
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (529) | - | 1,863 | - |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | (529) | - | 1,863 | - | |
| 8300 | Other comprehensive income (loss), net | (531) | - | 1,861 | - |
| Total comprehensive income (loss) | $ 217,708 | 14 | 164,633 | 13 | |
| Net income (loss) attributable to: | |||||
| 8610 | Owners of parent | $ 220,019 | 14 | 164,724 | 13 |
| 8620 | Non-controlling interests | (1,780) | - | (1,952) | - |
| Comprehensive income (loss) attributable to: | $ 218,239 | 14 | 162,772 | 13 | |
| 8710 | Owners of parent | $ 218,316 | 14 | 168,319 | 13 |
| 8720 | Non-controlling interests | (608) | - | (3,686) | - |
| $ 217,708 | 14 | 164,633 | 13 | ||
| 9750 | Basic earnings per share (in New Taiwan dollar) (note 6(p)) | $ 4.20 | 3.14 | ||
| 9850 | Diluted earnings per share (in New Taiwan dollar) (note 6(p)) | $ 4.17 | 3.13 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Equity attributable to owners of parent | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other equity | Total equity attributable to owners of parent | ||||||||||
| Ordinary shares | Preference shares | Total share capital | Capital surplus | Legal reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total other equity | Total equity attributable to owners of parent | Non-controlling interests | Total equity | |
| Balance at January 1, 2024 | $ 500,991 | 11 | 510,002 | 35 | 10,778 | (14,006 | (24,784 | 31,970 | (13,552) | 18,418 | 453,239 | (25,008) | 428,231 |
| Appropriation and distribution of retained earnings: | |||||||||||||
| Legal reserve appropriated | - | - | - | - | 10,421 | (10,421) | - | - | - | - | - | - | - |
| Cash dividends of preference shares | - | - | - | - | - | (2) | (2) | - | - | - | (2) | - | (2) |
| Stock dividends of ordinary shares | 92,998 | - | 92,998 | - | - | (92,998) | (92,998) | - | - | - | - | - | - |
| Net income (loss) | - | - | - | - | - | 164,724 | 164,724 | - | - | - | 164,724 | (1,952) | 162,772 |
| Other comprehensive income (loss) | - | - | - | - | - | - | - | 3,597 | (2) | 3,595 | 3,595 | (1,738) | 1,861 |
| Total comprehensive income (loss) | - | - | - | - | - | 164,724 | 164,724 | 3,597 | (2) | 3,595 | 168,319 | (3,686) | 164,633 |
| Disposal of equity investments at fair value through other comprehensive income | - | - | - | - | - | (8,969) | (8,969) | - | 8,969 | 8,969 | - | - | - |
| Balance at December 31, 2024 | 402,989 | 11 | 403,000 | 35 | 21,199 | 166,340 | 187,539 | 35,567 | (4,585) | 30,982 | 621,556 | (28,694) | 592,862 |
| Appropriation and distribution of retained earnings: | |||||||||||||
| Legal reserve appropriated | - | - | - | - | 15,575 | (15,575) | - | - | - | - | - | - | - |
| Cash dividends of preference shares | - | - | - | - | - | (2) | (2) | - | - | - | (2) | - | (2) |
| Stock dividends of ordinary shares | 120,897 | - | 120,897 | - | - | (120,897) | (120,897) | - | - | - | - | - | - |
| Net income (loss) | - | - | - | - | - | 220,019 | 220,019 | - | - | - | 220,019 | (1,780) | 218,239 |
| Other comprehensive income (loss) | - | - | - | - | - | - | - | (1,701) | (2) | (1,703) | (1,703) | 1,172 | (531) |
| Total comprehensive income (loss) | - | - | - | - | - | 220,019 | 220,019 | (1,701) | (2) | (1,703) | 218,316 | (608) | 217,708 |
| Balance at December 31, 2025 | $ 523,886 | 11 | 523,897 | 35 | 36,774 | 249,885 | 286,659 | 33,866 | (4,587) | 29,279 | 839,870 | (29,302) | 810,568 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
TWINHEAD INTERNATIONAL CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Net income before tax | $ 220,785 | 165,433 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation | 32,931 | 31,027 |
| Amortization | 10,296 | 9,750 |
| Impairment loss determined in accordance with IFRS 9 | 74 | - |
| Interest expense | 11,259 | 13,255 |
| Interest income | (15,667) | (13,313) |
| Total adjustments to reconcile profit | 38,893 | 40,719 |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| Notes receivable | (98) | - |
| Accounts receivable | 641 | (23,396) |
| Accounts receivable – related parties | 282 | (131) |
| Inventories | (27,631) | (39,121) |
| Prepayments and other current assets | 1,388 | (2,266) |
| Total changes in operating assets, net | (25,418) | (64,914) |
| Net changes in operating liabilities: | ||
| Contract liabilities | (46,421) | 51,305 |
| Notes payable | (207) | 210 |
| Accounts payable | (3,258) | 40,927 |
| Other payables | 16,942 | 17,831 |
| Provisions | 9,507 | 62 |
| Other current liabilities | 2,994 | 3,681 |
| Other non-current liabilities | (1,348) | 784 |
| Total changes in operating liabilities, net | (21,791) | 114,800 |
| Total changes in operating assets and liabilities, net | (47,209) | 49,886 |
| Total adjustments | (8,316) | 90,605 |
| Cash inflow generated from operating activities | 212,469 | 256,038 |
| Interest received | 15,643 | 12,303 |
| Interest paid | (9,974) | (11,690) |
| Income taxes paid | (1,922) | (1,980) |
| Net cash flows from operating activities | 216,216 | 254,671 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at amortised cost | (3,769) | - |
| Acquisition of property, plant and equipment | (11,856) | (6,702) |
| Decrease in refundable deposits | 12 | 580 |
| Increase in other non-current assets | (18,173) | (13,036) |
| Net cash flows used in investing activities | (33,786) | (19,158) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term borrowings | 1,010,000 | 613,000 |
| Decrease in short-term borrowings | (1,160,000) | (700,000) |
| Increase in guarantee deposits received | 23 | 176 |
| Payment of lease liabilities | (20,548) | (20,135) |
| Cash dividends paid | (2) | (2) |
| Interest paid | (1,352) | (1,782) |
| Net cash flows used in financing activities | (171,879) | (108,743) |
| Effect of exchange rate changes on cash and cash equivalents | 862 | (1,386) |
| Net increase in cash and cash equivalents | 11,413 | 125,384 |
| Cash and cash equivalents at beginning of period | 490,294 | 364,910 |
| Cash and cash equivalents at end of period | $ 501,707 | 490,294 |
See accompanying notes to consolidated financial statements.
Appendix 4
KPMG
委侯建業聯合會計師事務所
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Twinhead International Corp.:
Opinion
We have audited the parent company only financial statements of Twinhead International Corp. (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters was addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below as the key audit matters to be communicated in our report.
Inventory measurement
Please refer to note 4(g), note 5, and note 6(c) of the parent company only financial statements for details on the information about inventory measurement.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
Description of key audit matter:
The inventory of the Company includes inventory for production and repair. Since the technology in the computer industry changes rapidly, market demand may change in the meantime. Because of the market change and aging situation, the carrying value of inventories may exceed its net realized value. As the subsequent measurement of inventory depends on the evaluation of the management based on several evidence. Therefore, we consider it as a key audit matter.
How the matter was addressed in our audit:
The key audit procedures performed are to understand management’s accounting policy of inventory measurement and determine whether if it is reasonable and is being implement. The procedures include reviewing the inventory aging documents and analyzing its changes; obtaining the documents of inventory measurement and evaluating whether if the basis used for net realizable value is reasonable; selecting samples and verifying them with the vouchers to test the accuracy of the amount; and reviewing whether the disclosure of inventory measurement made by the management is appropriate.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
31
KPMG
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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 communication.
The engagement partners on the audit resulting in this independent auditors’ report are Huang, Tsai-Chuan and Huang, Po-Shu.
KPMG
Taipei, Taiwan (Republic of China)
March 13, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
KPMG
李伐建業聯合會計師事務所
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Twinhead International Corp.:
Opinion
We have audited the consolidated financial statements of Twinhead International Corp. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee ("IFRIC") or the former Standing Interpretations Committee ("SIC") endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year end December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below as the key audit matters to be communicated in our report.
Inventory measurement
Please refer to note 4(h), note 5, and note 6(d) of the consolidated financial statements for details on the information about inventory measurement.
Description of key audit matter:
The inventory of the Group includes inventory for production and repair. Since the technology in the computer industry changes rapidly, market demand may change in the meantime. Because of the market change and aging situation, the carrying value of inventories may exceed its net realized value. As the subsequent measurement of inventory depends on the evaluation of the management based on several evidence. Therefore, we consider it as a key audit matter.
How the matter was addressed in our audit:
The key audit procedures performed are to understand management’s accounting policy of inventory measurement and determine whether if it is reasonable and is being implement. The procedures include reviewing the inventory aging documents and analyzing its changes; obtaining the documents of inventory measurement and evaluating whether if the basis used for net realizable value is reasonable; selecting samples and verifying them with the vouchers to test the accuracy of the amount; and reviewing whether the disclosure of inventory measurement made by the management is appropriate.
Other Matter
Twinhead International Corp. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unqualified audit opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including Audit Committee) are responsible for overseeing the Group’s financial reporting process.
34
KPMG
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
35
KPMG
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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 communication.
The engagement partners on the audit resulting in this independent auditors’ report are Huang, Tsai-Chuan and Huang, Po-Shu.
KPMG
Taipei, Taiwan (Republic of China)
March 13, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
36
Appendix 5
Twinhead International Corporation
Earnings Distribution Table
2025
Unit: New Taiwan Dollars
| Amount | |
|---|---|
| Beginning unappropriated earnings | 29,866,093 |
| Plus: | |
| Net income after tax for 2025 | 220,019,171 |
| Less: | |
| Appropriation of legal reserve for 2025 | 22,001,917 |
| Earnings available for distribution | 227,883,347 |
| Distribution details | |
| (I) Distribution of cash dividends on preferred shares | 2,124 |
| (II) Distribution of cash dividends on common shares (cash dividend of NT$2) | 104,777,296 |
| (III) Distribution of stock dividends on common shares (stock dividend of NT$1) | 52,388,650 |
| Ending unappropriated earnings | 70,715,277 |
Responsible Person: Yu-Jen Kao
Managerial Officers: Si-Fu Kao
Accounting Supervisor: Hung-Jung Wang
37
Appendix 6
Comparison Table of Amendments to Twinhead International Corporation's "Procedures for Acquisition or Disposal of Assets"
2026/06/12
| Articles After Revision | Articles Before Revision | Explanation for Revision |
|---|---|---|
| Article 7: The procedures for acquiring or disposing of assets are as follows: I. Scope of Assets: See Article 3 of these Procedures. II. Evaluation Procedures The Company's price determination methods and basis for reference: (I) When acquiring or disposing of long-term or short-term securities, the net asset value per share, market price, profitability, future development potential, market interest rates, bond coupon rates, and the overall environment shall be taken into consideration in determining the price. (II) The acquisition or disposal of assets other than those mentioned in the preceding paragraph shall be | Article 7: The procedures for acquiring or disposing of assets are as follows: I. Scope of Assets: See Article 3 of these Procedures. II. Evaluation Procedures The Company's price determination methods and basis for reference: (I) When acquiring or disposing of long-term or short-term securities, the net asset value per share, market price, profitability, future development potential, market interest rates, bond coupon rates, and the overall environment shall be taken into consideration in determining the price. (II) The acquisition or disposal of assets other than those mentioned in the preceding paragraph shall be |
60
| determined with reference to the published current value and the transaction prices of nearby real estate, and through procedures such as inquiry, price comparison, negotiation, or public tender. If the thresholds for public announcement and reporting under this Procedure are met, reference shall be made to an appraisal report prepared by a professional appraiser. | determined with reference to the published current value and the transaction prices of nearby real estate, and through procedures such as inquiry, price comparison, negotiation, or public tender. If the thresholds for public announcement and reporting under this Procedure are met, reference shall be made to an appraisal report prepared by a professional appraiser. |
|---|---|
| III. Operating Procedures: When the Company acquires or disposes of assets, the responsible department must evaluate the target asset, counterparty, transaction rationale, transaction price, transaction terms, and basis for price reference, and, in accordance with this Procedure and the Company's “Authority Matrix,” the relevant departmental supervisors at each level shall be responsible for handling matters within their respective authorized scopes. | III. Operating Procedures: When the Company acquires or disposes of assets, the responsible department must evaluate the target asset, counterparty, transaction rationale, transaction price, transaction terms, and basis for price reference, and, in accordance with this Procedure and the Company's “Authority Matrix,” the relevant departmental supervisors at each level shall be responsible for handling matters within their respective authorized scopes. |
| IV. Public Announcement and Reporting Procedures: These procedures must be handled in accordance with the relevant information disclosure provisions of | IV. Public Announcement and Reporting Procedures: These procedures must be handled in accordance with the relevant information disclosure provisions of |
40
| Chapter III of this Procedure. V. The total amounts of real estate and its right-of-use assets or securities not held for business use acquired by the Company and its subsidiaries, as well as the limits for individual securities, are as follows: (I) The total amount invested in real estate not held for business use and short-term securities shall not exceed 50% of the Company's shareholders' equity; investment in any single short-term security shall not exceed 10% of the Company's shareholders' equity. (II) The total amount of long-term securities investments is limited to 200% of the Company's paid-in capital, and investment in any single long-term security is limited to 50% of the Company's paid-in capital. (III) If the Company is a limited liability shareholder of another company and purchases real estate not held for business use, the aggregate amount of all such investments must not exceed 100% of the Company's paid-in capital. | V. Chapter III of this Procedure. The total amounts of real estate and its right-of-use assets or securities not held for business use acquired by the Company and its subsidiaries, as well as the limits for individual securities, are as follows: (I) The total amount invested in real estate not held for business use and short-term securities shall not exceed 50% of the Company's shareholders' equity; investment in any single short-term security shall not exceed 10% of the Company's shareholders' equity. (II) The total amount of long-term securities investments is limited to 100% of the Company's paid-in capital, and the investment amount for a single long-term security is limited to 50% of the Company's paid-in capital. (III) If the Company is a limited liability shareholder of another company and purchases real estate not held for business use, the aggregate amount of all such investments must not exceed 100% of the Company's paid-in capital. | Revised to meet the Company's operational needs |
|---|---|---|
| (IV)The total amount of real estate or securities acquired by each subsidiary not held for business use, as well as the limit for each individual security, shall be the same as that of the Company. | 100% of the Company's paid-in capital. |
|---|---|
| VI. Procedures for Control over Acquisition or Disposal of Assets by Subsidiaries When a subsidiary of the Company intends to acquire or dispose of assets, the Company must urge such subsidiary to establish procedures for the acquisition or disposal of assets and follow them. When a subsidiary handles the acquisition or disposal of assets, it must duly handle the relevant matters in accordance with the procedures, and must also submit the relevant detailed information for the previous month to the Company on a monthly basis to facilitate the Company's control. | (IV)The total amount of real estate or securities acquired by each subsidiary not held for business use, as well as the limit for each individual security, shall be the same as that of the Company. |
| VII. If the Company's personnel handling the acquisition or disposal of assets violate this Procedure or the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the Company | VI. Procedures for Control over Acquisition or Disposal of Assets by Subsidiaries When a subsidiary of the Company intends to acquire or dispose of assets, the Company must urge such subsidiary to establish procedures for the acquisition or disposal of assets and follow them. When a subsidiary handles the acquisition or disposal of assets, it must duly handle the relevant matters in accordance with the procedures, and must also submit the relevant detailed information for the previous month to the Company on a monthly basis to facilitate the Company's control. |
| VII. If the Company's personnel handling the acquisition or disposal of assets violate this Procedure or the Regulations Governing the |
42
| shall take disciplinary action in accordance with its Work Rules. VIII. Other important matters. The Company's related party transactions, derivatives trading, mergers, demergers, acquisitions, or transfers of shares must be handled in accordance with the provisions of the preceding paragraph, as well as Sections III to V of this Chapter. Article 31: When the Company acquires or disposes of assets under any of the following circumstances, it shall publicly announce and report the relevant information in the prescribed format on the Market Observation Post System designated by the competent authority within 2 days from the date of occurrence of the event: I. Acquisition or disposal of real estate or its right-of-use assets from or to a related party, or acquisition or disposal of assets other than real estate or its right-of-use assets from or to a related party where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or more. However, this shall not apply to trading of domestic government bonds, bonds | Acquisition and Disposal of Assets by Public Companies, the Company shall take disciplinary action in accordance with its Work Rules. VIII. Other important matters. The Company's related party transactions, derivatives trading, mergers, demergers, acquisitions, or transfers of shares must be handled in accordance with the provisions of the preceding paragraph, as well as Sections III to V of this Chapter. Article 31: The Company must publicly announce and file relevant information on the Market Observation Post System designated by the competent authority within 2 days from the date of occurrence of any asset acquisition or disposal under the following circumstances, in accordance with the prescribed format and based on the nature of the asset: I. Acquisition or disposal of real property or its right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or its right-of-use assets from or to a related party where the transaction amount reaches 20% of the Company's paid-in capital, 10% of total assets, or NT$300 million or | Revised in accordance with Article 31 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies |
|---|---|---|
63
| under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
II. Conducting a merger, demerger, acquisition, or transfer of shares.
III. Losses from derivatives trading reaching the upper limit of losses on all or individual contracts as prescribed in the applicable procedures.
IV. Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party, and the transaction amount reaches any of the following thresholds:
(I) Where paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(II) For a public company with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
(III) Where paid-in capital is | more. However, this shall not apply to trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
II. Conducting a merger, demerger, acquisition, or transfer of shares.
III. Losses from derivatives trading reaching the upper limit of losses on all or individual contracts as prescribed in the handling procedures.
IV. Acquisition or disposal of equipment for business use or right-of-use assets thereof, where the counterparty is not a related party, and the transaction amount reaches any of the following thresholds:
(I) Where paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(II) Where paid-in capital reaches NT$10 billion or more, the transaction amount reaches NT$1 billion or more. |
| --- | --- |
44
| NT$50 billion or more, the transaction amount reaches 5% or more of the Company's paid-in capital. | V. Where the Company is engaged in construction business and acquires or disposes of real property or its right-of-use assets for construction use and the counterparty is not a related party, the transaction amount reaches NT$500 million or more; provided that where the paid-in capital reaches NT$10 billion or more, and the Company disposes of real estate from a self-constructed completed project and the counterparty is not a related party, the transaction amount reaches NT$1 billion or more. | V. Where the Company is engaged in construction business and acquires or disposes of real property or its right-of-use assets for construction use and the counterparty is not a related party, the transaction amount reaches NT$500 million or more; provided that where the paid-in capital reaches NT$10 billion or more, and the Company disposes of real property in a self-constructed completed project and the counterparty is not a related party, the transaction amount reaches NT$1 billion or more. |
|---|---|---|
| VI. Acquisition of real estate by way of construction on owned land by commissioning others, construction on leased land by commissioning others, joint construction and allocation of housing units, joint construction and profit sharing, or joint construction and separate sale, where the counterparty is not a | VI. Acquisition of real estate by way of construction on owned land by commissioning others, construction on leased land by commissioning others, joint construction and allocation of housing units, joint construction and profit sharing, or joint construction and separate sale, where the counterparty is not a related party and the Company expects to invest NT$500 million or |
65
| related party and the Company expects to invest NT$500 million or more. | more. |
|---|---|
| VII. For a public company with paid-in capital of NT$50 billion or more, transactions of government bonds, ordinary corporate bonds, or general financial bonds not involving equity rights (excluding subordinated bonds) that are listed on a securities exchange or traded at the business place of a securities firm, where such transactions do not fall under the circumstances set forth in each item of the proviso to Subparagraph VIII, and the counterparty is not a related party, and the transaction amount reaches 5% or more of the Company's paid-in capital. | VII. Asset transactions other than those referred to in the preceding six subparagraphs, disposal of receivables by a financial institution, or investments in the Mainland Area, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, this shall not apply to the following |
| VIII. Asset transactions other than those referred to in the preceding seven subparagraphs, disposal of receivables by a financial institution, or investments in the Mainland Area, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more. However, this shall not apply to |
46
| the following circumstances: (I) Purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of the Republic of China (Taiwan). (II) For those engaging in investment as a professional, trading of securities conducted on a securities exchange or at the business place of a securities firm, or subscription in the primary market for foreign government bonds or ordinary corporate bonds publicly offered and issued and general financial bonds not involving equity rights (excluding subordinated bonds), or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or resale of exchange-traded notes, or securities subscribed by a securities firm as required for its underwriting business or | circumstances: (I) Purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of the Republic of China (Taiwan). (II) For those engaging in investment as a profession, trading of securities conducted on a securities exchange or at the business premises of a securities firm, or subscription in the primary market for foreign government bonds or ordinary corporate bonds publicly offered and issued and general financial bonds not involving equity rights (excluding subordinated bonds), or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or sale back of exchange-traded notes, or securities subscribed by a securities firm as required for its underwriting business or as the recommending securities |
|---|---|
| as the recommending securities firm for an emerging stock company in accordance with the rules of the Taipei Exchange. (III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The transaction amount referred to in the preceding paragraph shall be calculated in the following manner: I. The amount of each transaction. II. The cumulative amount of acquisitions or disposals of the same type of subject matter with the same counterparty within 1 year. III. The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of real property or right-of-use assets thereof under the same development project within 1 year. IV. The cumulative amount of acquisitions or disposals | firm for an emerging stock company in accordance with the rules of the Taipei Exchange. (III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The transaction amount referred to in the preceding paragraph shall be calculated in the following manner: I. The amount of each transaction. II. The cumulative amount of acquisitions or disposals of the same type of underlying asset with the same counterparty within 1 year. III. The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of real property or its right-of-use assets under the same development project within 1 year. IV. The cumulative amount of acquisitions or disposals |
|---|---|
48
| (calculated separately for acquisitions and disposals) of the same securities within 1 year. The term “within 1 year” as used in the preceding paragraph means the 1-year period retroactively calculated from the date of occurrence of the current transaction, and any portion already publicly announced in accordance with these Procedures is exempt from inclusion. The Company shall, by the 10th day of each month, enter the status of derivatives trading engaged in by the Company and its subsidiaries that are not domestic public companies as of the end of the preceding month into the information reporting website designated by the competent authority in the prescribed format. Where any item required to be publicly announced contains any error or omission requiring correction at the time of announcement, all items shall be publicly announced and filed again within 2 days from the date of becoming aware thereof. Contracts, minutes, registers, appraisal reports, and opinions issued by certified public accountants, | disposals) of the same security within 1 year. The term “within 1 year” as used in the preceding paragraph means the 1-year period retroactively calculated from the date of occurrence of the current transaction, and any portion already publicly announced in accordance with these Procedures is exempt from inclusion. The Company shall, by the 10th day of each month, enter on the information reporting website designated by the competent authority, in the prescribed format, the status of derivatives trading engaged in by the Company and its subsidiaries that are not domestic public companies as of the end of the preceding month. Where any item required to be publicly announced contains any error or omission requiring correction at the time of announcement, all items shall be publicly announced and filed again within 2 days from the date of becoming aware thereof. Contracts, minutes, registers, appraisal reports, and opinions issued by certified public accountants, attorneys-at-law, or securities underwriters related to the |
|---|---|
49
| attorneys-at-law, or securities underwriters related to the acquisition or disposal of assets shall be kept at the Company for at least 5 years, unless otherwise provided by other laws. | acquisition or disposal of assets shall be kept at the Company for at least 5 years, unless otherwise provided by other laws. | Revised in accordance with Article 35 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies |
|---|---|---|
| Article 34: The 10% of total assets threshold in these Procedures is calculated based on the total assets amount in the most recent Parent Company Only Financial Statements or separate financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where a company's shares have no par value or a par value other than NT$10 per share, the provisions in these Procedures relating to transaction amounts calculated as 20% of paid-in capital shall instead be calculated as 10% of equity attributable to owners of the parent; the provisions relating to 5% of paid-in capital shall instead be calculated as 2.5% of equity attributable to owners of the parent; the provisions relating to paid-in capital of NT$10 billion shall instead be calculated as equity attributable to owners of the parent of NT$20 billion; | Article 34: The 10% of total assets threshold in these Procedures is calculated based on the total assets amount in the most recent Parent Company Only Financial Statements or separate financial statements prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where a company's shares have no par value or a par value other than NT$10 per share, the provisions in these Procedures relating to transaction amounts calculated as 20% of paid-in capital shall instead be calculated as 10% of equity attributable to owners of the parent; the provisions in these Procedures relating to paid-in capital reaching NT$10 billion shall instead be calculated as equity attributable to owners of the parent reaching NT$20 billion. |
50
| and the provisions relating to paid-in capital of NT$50 billion shall instead be calculated as equity attributable to owners of the parent of NT$100 billion. | ||
|---|---|---|
Appendix 7
The details of the new restricted employee shares proposed for issuance are as follows:
I. Total issue amount
The total issue amount is 1,600,000 common shares, with a par value of NT$10 per share, for a total of NT$16,000,000. The filing shall be conducted in one or more tranches within one year of the date of the Annual General Meeting resolution, and the issuance shall be made, as needed, in one or more tranches within two years of the date of receipt of the effective notification from the competent authority, with the actual issuance date to be determined by the Chairperson as authorized by the Board of Directors.
II. Employee eligibility and number of shares available for subscription
(I) The Company’s full-time regular employees who were still employed on the date the Board of Directors approved the subscriber list, and who had completed at least 3 years of service, are eligible. The final employee subscription list is subject to approval by the Board of Directors.
(II) The actual list of employees and number of new restricted employee shares that may be subscribed for will be proposed by the Chairperson, taking into account factors such as seniority, job level, work performance, overall contribution, operational conditions, and other management considerations, as well as the Company’s operational needs and business development strategies. If an employee also serves as a director or one of the managerial officers, approval must first be obtained from the Remuneration Committee before being submitted to the Board of Directors for resolution. For employees who are not directors or managerial officers, approval from the Audit Committee must first be obtained before being submitted to the Board of Directors for resolution.
(III) The number of new restricted employee shares an individual employee is eligible to subscribe for is determined in accordance with the “Regulations Governing the Offering and Issuance of Securities by Public Companies.”
III. Terms of issuance
(I) Issue price: 50% of the closing price on the date the Board of Directors approved the employee subscription list.
(II) Type of issuance: Common shares.
(III) Vesting conditions and timeline:
- Employees must satisfy both of the following conditions simultaneously to receive shares according to the vesting schedule:
A. Company financial indicator: For the year prior to the expiration of each vesting period, the Company’s annual earnings per share (EPS) must have reached NT$3 or more.
B. Individual performance indicator: During the vesting period, the employee’s annual performance evaluation must be at least B, and the employee must not have violated the employment contract or work rules.
- Vesting percentage:
1 year after the issuance date: 50% of the total number of subscribable shares become available.
51
2 years after the issuance date: the remaining 50% of the total number of subscribable shares become available.
(IV) Handling of employees who do not meet the vesting conditions: If an employee does not meet the vesting conditions, the Company will repurchase the shares at the original issue price and cancel them in accordance with the law.
IV. The rationale for issuing new restricted employee shares this time
To attract and retain middle and senior management and key personnel, incentivize employees, and foster unity, and with the aim of maximizing benefits for the Company and its shareholders, the Company is issuing new restricted employee shares this time in accordance with applicable laws and regulations.
V. Potential amounts expensed, the dilutive effect on the Company’s earnings per share, and other matters affecting shareholders’ equity:
(I) Possible expense amount: Based on the average price of NT$64.01 for the Company’s common shares from January to February 2026, the estimated total expense is approximately NT$51,208 thousand, and if calculated based on the October 2026 issuance, the expense amounts from 2026 to 2028 are expected to be NT$9,602 thousand, NT$32,005 thousand, and NT$9,601 thousand, respectively.
(II) Dilution of the Company’s earnings per share: Based on the current total of 52,389,710 issued shares, the estimated reduction in earnings per share is approximately NT$0.97, and the reduction in earnings per share for 2026, 2027, and 2028 is expected to be NT$0.18, NT$0.61, and NT$0.18, respectively.
(III) Other matters affecting shareholders’ equity: Based on the Company’s currently issued 52,389,710 shares, the anticipated issuance represents 3.05% of the total issued shares.
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Appendix 8
Twinhead International Corporation 15th Term Director Candidate List (Including Independent Directors)
| Name | Representative | No. of shares held | Main Education and Experience |
|---|---|---|---|
| List of Director Candidates | |||
| Kaos Enterprise Co., Ltd | Yu-Jen Kao (Male) | 8,393,625 shares | Department of Law, National Taiwan University Members of the Legislative Yuan Chairman of the Company |
| Kaos Enterprise Co., Ltd | Su-Fu Kao (Male) | 8,393,625 shares | NYU Stern School of Business, U.S. President of the Company |
| Kaos Enterprise Co., Ltd | Min-Kung Huang (Male) | 8,393,625 shares | Institute of public administration, National Chengchi University Independent director of Aero Win Technology Corporation |
| Protegas Futuro Holdings LLC | An Van Nguyen (Male) | 7,274,322 shares | B.S. Computer Science, University of California at Berkeley Chairman and president of NCS Technologies Inc. |
| Ting Ching Investment Limited | - | 2,271,766 shares | - |
| EUROC Investment Co., Ltd. | Mei-Li Tsai (Female) | 67,675 shares | Institute of accounting, National Chengchi University Director of Aero Win Technology Corporation Director of Mosa Industrial Corporation |
| 21st Century Foundation | Cheng-Hu Chou (Male) | 49,140 shares | PhD in public administration and a master's degree in international administration management, University of La Verne in Los Angeles, U.S. Chairman of Shih Hsin University |
| List of Independent Director Candidates |
| Yung-Chuan Tseng (male) | - | 0 shares | Department of Textile Engineering, Feng Chia University
Master’s degree in Industrial Management, Northrop University, USA
Member of the Legislative Yuan, 2nd through 7th Terms 30th and 32nd
Secretary-General of the Presidential Office
Chairman of the Republic of China Chapter of the World League for Freedom and Democracy
Chairman of the Council of the Asian Pacific League for Freedom and Democracy |
| --- | --- | --- | --- |
| Tsu-Ping Ren (Male) | - | 0 shares | Bachelor's degree in business administration, Fu Jen Catholic University
Assistant Vice President of the Head Quarter of Mega International Commercial Bank
President of Management and Consulting Firm of the Bank of Communications
Chairman of Tai Pin Non-Life Insurance Co., Ltd.
Independent director of Mosa Industrial Corporation |
| Shu-Hua Chiu (Female) | - | 0 shares | PhD in communication institute, Shih Hsin University
Master’s degree in business management, Western International University, U.S. Vice President and Chief of General Affairs, Shih Hsin University
Contracted visiting professor of Department of Public Relations and Advertising, Shih Hsin University
Distinguished Chair Professor, Department of Business Administration, Overseas Chinese University Executive Director, Modern Women’s Education Foundation |
| Chuang-Song | - | 0 shares | Department of Economics, |
54
| Lin (male) | | | Sophia University, Japan
Independent Director,
TransGlobe Life Insurance Co., Ltd.
Chairman of Yuanlin Investment Co., Ltd.
Director of Shih Hsin University
Vice Chairman of Hantech Co., Ltd.
Supervisor of HANTECH ENGINEERING CO., LTD. |
| --- | --- | --- | --- |
55
Appendix 9
Twinhead International Corporation: Articles of Incorporation
Chapter 1 General Terms
Article 1: The Company is organized in accordance with the provisions of the Company Act regarding joint-stock companies, and is officially named as TWINHEAD INTERNATIONAL CORP.
Article 2: The businesses operated by the Company are as follows:
- CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
- F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.
- All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company may provide endorsements and guarantees to external parties due to business relationships.
Article 2-2: The total amount of the Company's reinvestment may not be restricted by Article 13 of the Company Act, but shall not exceed 500% of the Company's paid-in share capital.
Article 3: The Company is located in Taiwan and may, if necessary, by resolution of the Board, establish branches, factories, or offices at home and/or abroad.
Article 4: The Company's announcement shall be handled in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 5: The total capital of the Company is NT$7.0 billion, divided into 700 million shares, with a par value of NT$10 per share, and can be issued in installments. Special shares may be issued among the shares mentioned above.
The total capital in the preceding Paragraph includes employee stock option certificates of NT$500 million, divided into 50 million shares, with a face value of NT$10 per share, which can be issued in installments. The issuance method shall be determined by the Board of Directors.
Article 5-1: The special shares issued by the Company are Class A registered special shares, and their relevant rights, obligations and other important matters are as follows:
Class A registered special shares
- The Company's annual net income, in addition to making up for losses in previous years and allocating for taxable contributions
and statutory surplus reserves in accordance with the law, shall give priority to paying dividends and bonuses at an annual interest rate of 20% (calculated based on the par value of the share).
-
Dividends and bonuses will be paid in cash once a year. The dividends and bonuses payable in the previous year, calculated based on the actual number of issuance dates, will be paid after the annual shareholders' meeting and the payment date is approved. However, when being converted into common shares, they will be paid until the end of the previous year.
-
If there is no surplus in any certain year or the surplus is not sufficient to pay special share dividends and bonuses, they shall be accumulated and made up first when there is any surplus in subsequent years. After being converted into common shares, holders of Class A registered special shares may enjoy the unpaid special share dividends and bonuses payable by the Company, which the Company shall pay in full in one lump sum. However, they may not request the distribution of a surplus of common shares in the previous year, and all the other rights and obligations shall be the same as those of common shares.
-
Special shares may be converted into common shares with the same number of shares upon request in June annually, one year after the issuance date.
-
When the Company is liquidated, special shares will have priority in repayment order over common shares, but the remaining assets of the Company will be distributed within the limit of the issuance amount. Except as stipulated herein, Class A registered special shares shall have no other rights and obligations.
Article 6: After the Company publicly issues shares, the registered shares issued are not required to print physical stock certificates, but shall be registered with the depository and clearing institution.
Article 7: The share transfers shall be suspended within 60 days before each regular shareholders' meeting or within 30 days before an extraordinary shareholders' meeting, or within five days before the base date on which the Company decides to distribute dividends, bonuses or any other benefits.
Chapter 3 Shareholders' Meeting
Article 8: The shareholders' meetings are divided into two types respectively known as regular meetings and extraordinary meetings. Regular meetings are held once a year, within six months after the end of
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each fiscal year, and the Board of Directors shall notify all shareholders 30 days in advance for convening the meeting. Extraordinary meetings shall be convened in accordance with the laws when necessary.
Article 8-1: The Company's shareholders' meeting may be held in a virtual manner or via any other means announced by the central competent authority.
Article 9: Any shareholder unable to attend the shareholders' meeting for any reason may issue a power of attorney issued by the Company stating the scope of authorization and appoint a proxy to attend on his/her/its behalf.
Article 10: Each shareholder of the Company has one voting right for each share of common share he/she/it holds. Shareholders of Class A registered special shares shall have no voting rights.
Article 11: Resolutions of shareholders' meetings, unless otherwise provided by the Company Act, will be deemed reached by any meeting attended by shareholders holding more than half of the total number of issued shares and with the consent of more than half of the voting rights from the shareholders present.
Chapter 4 Directors
Article 12: The Company shall have seven to fifteen directors, and the Board of Directors shall determine the number of directors to be elected within the range specified therein. The election of directors adopts the candidate nomination system stipulated in Article 192-1 of the Company Act, and shareholders shall elect directors from the list of director candidates. The term of office is three years, and may be subject to re-election. The total number of shares of the Company held by all directors shall not be less than the percentage prescribed by the competent authority in accordance with the law.
Article 12-1: Of the number of members of the Board mentioned above, the minimum number of independent directors shall be three or one-fifth of the seats in the Board. Their election shall adopt the candidate nomination system in Article 192-1 of the Company Act and shall be elected by shareholders from the list of independent director candidates.
Article 13: When directors organize a Board meeting, the chairman may be elected at any meeting attended by more than two-thirds of the directors present and consent of more than half of the directors present, and may elect a vice-chairman may be elected among the directors.
The chairman of the Board shall comprehensively manage the Company's affairs in accordance with laws, Articles of
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Article 14:
Incorporation, resolutions of the shareholders' meetings and Board meetings. If the chairman of the Board is unable to perform the duties for any reason, the proxy shall handle relevant affairs in accordance with the provisions of the Company Act.
When the vacancy of seats of directors reaches one-third or all independent directors are dismissed, the Company shall convene an extraordinary shareholders' meeting for by-election within 60 days from the date of occurrence of such fact. If a director or independent director is dismissed for any reason and the number of directors' seats is insufficient to meet the requirements of laws or Articles of Incorporation, a by-election shall be held at the latest shareholders' meeting. However, the term of office of any by-elected director shall not be longer than the original term.
Article 15:
Except for the first meeting of the Board of Directors of each session in accordance with the provisions of the Company Act, the Board meeting shall be convened at least once every quarter by the chairman, who shall serve as the chair of the meeting. If the chairman is unable to perform the duties for any reason, his/her proxy shall be determined in accordance with Article 208 of the Company Act. If the chairman deems it necessary or upon the request of more than half of the directors, the chairman may convene an extraordinary board meeting with the chairman serving as the chair.
Article 16:
Except as otherwise stated in the Company Act or other laws and regulations, any resolution on any proposal at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors. Any director unable to attend the meeting for any reason may issue a power of attorney specifying the scope of authorization to appoint another director to attend the meeting on his/her/its behalf, but one director may only be entrusted by another director.
Article 17: (Deleted)
Article 18:
The remuneration of the chairman, vice chairman and directors shall be determined by the Board of Directors based on their engagement in the Company's operations and the value of their contributions while taking into consideration the common standards among the industry.
The Company shall purchase liability insurance for directors in accordance with the law.
Article 19:
Unless otherwise provided by law, the following matters shall be submitted to the Board, which shall be carried out based on the resolution reached at a meeting attended by more than two-thirds of the directors and the consent of more than half of the directors
present.
- Issuance of new shares.
- Issuance of new shares as consideration for the transfer of shares of other companies.
- Raise corporate bonds.
- Apply to the court for reorganization.
- Allocate employee remuneration.
Chapter 5 Managers and Employees
Article 20: The Company has one president and may create several vice president positions, nominated by chairman. The appointment/dismissal requires the consent from the Board of Directors. The president shall exercise his/her powers according to the Company's Table of Authority and Responsibility and the instructions of the chairman..
Chapter 6 Final Accounts
Article 21: The Company shall, at the end of each fiscal year, prepare the following documents by the Board and submit them to the shareholders' meeting for approval in accordance with the procedures prescribed by the law.
- Business report
- Financial statements
- Proposal for earnings distribution or loss appropriation
Article 22: The Company's annual earnings, if any, should be used first to pay taxes, offset accumulated losses and then appropriate at 10% for legal reserves until the amount of legal reserves is equivalent to the Company's paid-in capital. The issuance of preference dividends due but not yet paid should take priority. Special reserves may be recognized depending on operational and statutory requirements, followed with the recognition or reversal of special reserves according to laws and regulations. If there are any remaining earnings, along with the accumulated undistributed earnings, the Board of Directors may propose the earnings distribution to the shareholders' meeting for resolution. It is authorized that the dividends, bonuses, legal reserve and distributable paid-in-capital in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and a report of such distribution shall be submitted to the shareholders' meeting. Considering the growth of the industry where the Company operates and for the strengthening of the Company's financial structure and the protection of shareholder rights, no less than 30% of the distributable earnings shall be allocated as dividends to
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shareholders. However, distribution may not be made if the cumulative allocable earnings are less than 5% of the paid-in capital. With the capital surplus, retained earnings, future capital demand and long-term financial plan under consideration, cash dividends shall not be lower than 10% of the total dividends in order to maintain a stable dividend policy. Other dividends shall be in the form of shares.
Article 22-1: If the Company generates profits during the year, an allocation of no less than 5% shall be made as the remuneration to employees and no higher than 4% as the remuneration to directors, of which the percentage of allocation for entry-level employees shall not be less than 0.5% of the profit, according to the law. However, the profit should be reserved first for offsetting of accumulated losses if any. The employees eligible for the aforesaid distribution of remunerations may include the employees with controlling or subordinate companies meeting certain criteria. The details shall be determined by the Board of Directors.
Chapter 7 Miscellaneous
Article 23: The Company's organizational regulations and operation rules shall be separately formulated by the Board.
Article 24: Matters not clearly covered herein shall be handled in accordance with the Company Act and other legal provisions.
Article 25: The Articles of Incorporation were established on January 13, 1984.
- First amendment on January 31, 1984
- Second amendment on February 16, 1984
- Third amendment on November 24, 1985
- Fourth amendment on July 20, 1986
- Fifth amendment on June 10, 1987
- Sixth amendment on January 21, 1988
- Seventh amendment on June 10, 1988
- Eighth amendment on October 20, 1988
- Ninth amendment on April 4, 1989
- Tenth amendment on November 20, 1989
- Eleventh amendment on March 12, 1990
- Twelfth amendment on October 26, 1990
- Thirteenth amendment on June 1, 1991
- Fourteenth amendment on March 28, 1992
- Fifteenth amendment on May 15, 1993
- Sixteenth amendment on June 25, 1995
- Seventeenth amendment on August 30, 1996
- Eighteenth amendment on April 28, 1997
- Nineteenth amendment on April 15, 1998
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Twentieth amendment on May 19, 1999
Twenty-first amendment on April 27, 2000
Twenty-second amendment on May 25, 2001
Twenty-third amendment on May 31, 2002
Twenty-fourth amendment on May 30, 2003
Twenty-fifth amendment on May 27, 2005
Twenty-sixth amendment on June 13, 2008
Twenty-seventh amendment on May 31, 2013
Twenty-eighth amendment on June 23, 2016
Twenty-ninth amendment on June 16, 2017
Thirtieth amendment on June 12, 2019
Thirty-first amendment on June 30, 2020
Thirty-second amendment on June 10, 2022
Thirty-third amendment on June 13, 2023
Thirty-fourth amendment on June 10, 2025.
Appendix 10
Twinhead International Corporation: Procedure for Election of Directors
Article 1: The Procedure is established in accordance with the Company Law and the Company's Articles of Incorporation. The election of the Company's directors shall adhere to the Procedure.
Article 2: The Company's election of directors is held at shareholders' meetings. Independent directors and directors are elected together. The number of elected independent directors and the number of elected directors are calculated separately.
Article 3: The election of the Company's directors is based on single votes.
Article 4: The election of the Company's directors and independent directors is based on the candidate nomination system described in Article 192-1 of the Company Act. Shareholders shall elect directors and independent directors from the list of candidates.
The professional qualifications, shareholdings, restrictions on other roles and other matters of compliance for independent directors shall be subject to the Company Act, the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and other relevant laws and regulations.
Each ordinary share contains the votes in the same number as the number of directors to be elected. Votes can all be cast to one candidate or distributed to multiple candidates.
Shareholders may exercise voting rights electronically for the election of the Company's directors.
Article 4-1: (deleted)
Article 4-2: (deleted)
Article 5: The Board of Directors determines the number of directors to be elected. Those who receive the highest votes are elected. If two or more candidates have won the same number of votes but fewer vacancies are available, lot drawing is used as the method to select
the elected. The Chair shall draw lots for absent candidates.
Article 6: (deleted)
Article 7: (deleted)
Article 8: When the vacant director seats reach one third of the board or all independent directors have departed, the Company should convene an extraordinary shareholders’ meeting for election of directors within 60 days after the event. If the departure of directors or independent directors reduces the board size to the level below requirement by laws or in Articles of Incorporation, it is necessary to elect directors to fill the vacancies in the next shareholders’ meeting.
Article 9: Ballots are prepared by the Board of Directors. The ballots should be numbered and indicated with the number of votes.
Article 10: At the start of an election, the Chair elects scrutineers and ballot counters to monitor voting and to count ballots.
Article 11: Ballot boxes are prepared by the Board of Directors. Boxes are open to public eyes before voting.
Article 12: Voters shall follow the rules described on the ballots by filling in the name of the candidate they would like to vote for and the shareholder account numbers and then insert the ballots into the box. Government agencies or legal-person shareholders and their representatives can all be candidates. When a candidate is a government agency or legal-person shareholder, the candidate column on the ballot should be filled in with the name of the government agency or legal-person shareholder. When a candidate is the representative of a government agency or legal-person shareholder, the candidate column on the ballot should be filled in with the name of the representative. The shareholder account number should be the shareholder account number of the government agency or legal-person shareholder.
Article 13: Any of the following circumstances will render a ballot invalid:
- Not using the ballot supplied by the Procedure
- A blank ballot inserted into a ballot box
- Writing unclear and illegible
- Name of the candidate voted not consistent with the name on the shareholder register
- More candidates listed on one ballot than the candidates to be elected in the same election
- Other writings than the name and the shareholder name of the candidate
- Name of the candidate the same as that of another shareholder but no shareholder account number provided for identification purposes
- Other circumstances that make it impossible to identify the name of the candidate
Article 14: Scrutineers monitor ballot counting. Voting results are announced by the Chair on the spot. Election results are recorded, with at least one ballot counter and scrutineer signing for confirmation.
Article 15: Election results are included in the minute of the shareholders' meeting, distributed to shareholders according to laws, and filed and published. The original copy of the record and ballots are retained by the Company.
Article 16: The Procedure takes effect once resolved by the shareholders' meeting. This applies to amendments.
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Appendix 11
Twinhead International Corporation: Procedure of Shareholders' Meeting
I. The rules of procedure for the Company's shareholders' meetings, shall be as provided in the Procedure.
II. Attending shareholders (or representatives) should wear the attendance certificates. Sign-in may be made in lieu of handing in the sign-in card. The number of shares in attendance is calculated with the sign-in cards handed in.
III. Attendance and voting at a shareholders' meeting shall be calculated with the number of shares.
IV. The Company's shareholders' meetings should be convened at the Company's site or other suitable and convenient venues for shareholders to attend. The meetings may not be earlier than 9am or later than 3pm.
V. Chairperson shall chair the shareholders' meeting if convened by the Board of Directors. If Chairperson is on leave or cannot exercise duties for any reason, Vice Chairperson shall act in his/her place. If there is no Vice Chairperson or Vice Chairperson is also on leave or cannot exercise duties for any reason, Chairperson shall appoint a managing director to act in his/her place. In the absence of a managing director, a director shall be appointed as the deputy. If Chairperson does not appoint a deputy, managing directors and directors shall elect one person among themselves. 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.
VI. The Company may appoint its authorized attorneys, certified public accountants, or related persons to attend a shareholders' meeting. The personnel organizing the shareholders' meeting should wear identification badges or armbands.
VII. The Company should make an audio and video recording of the entire
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process of shareholders' meetings and such recordings should be retained for at least one year.
VIII. The Chair shall immediately call the meeting to order at the appointed meeting time. If the shareholders present represent less than half of the total number of issued shares, the Chair may announce the postponement of the meeting. The number of postponements shall be limited to two times, and the total delay time shall not exceed one hour. In case of no quorum of shareholders representing at least one third of the issued shares in attendance after two postponements, tentative resolutions may be reached according to the first paragraph of Article 175 of the Company Act. Shareholders are then informed of the results of the tentative resolutions and the shareholders' meeting is reconvened within one month.
If the number of shares in attendance reaches more than half of the Company's issued shares before the conclusion of the current meeting, the Chair may ask the shareholders' meeting to re-vote on the tentative resolutions in accordance with Article 174 of the Company Act.
IX. When a shareholders' meeting is convened by the Board of Directors, the agenda is determined by the Board of Directors. The meeting shall be proceeded according to the agenda, which cannot be changed unless resolved by the shareholders' meeting.
The rule in the preceding paragraph applies to the shareholders' meeting convened by a party with power to convene but other than the Board of Directors.
Before the conclusion of the agenda (including Extempore motions) mentioned in the two preceding paragraphs, the Chair may not announce adjournment unless resolved by the meeting.
After adjournment, shareholders may not the elect another Chair to continue the meeting at the original venue or at another venue.
X. 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 shall be set by the Chair. If an attending shareholder only presents a speaker's slip without speaking up, it is deemed to have not
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spoken. When the spoken content is not consistent with the content described in 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 who is speaking. The Chair shall stop any violations.
XI. 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 three minutes.
If the shareholder's speech violates the rules or exceeds the scope of the agenda, the Chair may stop the speech.
XII. When a legal person is appointed to attend as proxy, it may designate only one person to attend in the meeting.
When a legal-person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives may speak on the same proposal.
XIII. After an attending shareholder has spoken, the Chair may respond in person or assign relevant personnel to respond.
XIV. When the Chair thinks that a proposal has been discussed sufficiently to put it to a vote, he/she may announce the discussion closed and call for a vote.
XV. Scrutineers and ballot counters for votes on proposals are appointed by the Chair. However, scrutineers shall be shareholders. Voting results should be reported onsite and recorded.
XVI. During the meeting, the Chair may, at his/her discretion, set a time for recess.
XVII. Unless otherwise required by the Company Act and specified in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote from a majority of the voting rights represented by attending shareholders. If the shareholders express no objection or abstention after the Chair inquires their opinions at the time of a vote, the proposal is deemed to have passed, with the same validity as passed by voting. Each share is entitled to one vote. Type A registered preference shares have no voting rights. When one person is concurrently appointed as
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the proxy by two or more shareholders to attend a shareholders' meeting, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in voting.
XVIII. 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 sequence of voting. When any of these proposals is passed, other proposals will then be deemed rejected, and no further voting is required.
XIX. The Chair may instruct pickets (or security guards) to assist in the maintenance of order. Pickets (or security guards) should wear the armband with the wording "picket" when helping to maintain order.
XX. In the event of a virtual Shareholders' Meeting (including hybrid and virtual-only Shareholders' Meeting), the Regulations Governing the Administration of Shareholder Services of Public Companies and related regulations shall apply to the matters not covered by paragraph 2 in this article.
In the event of a virtual Shareholders' Meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, and the obstruction continues for more than 30 minutes, except for the conditions that do not need to postpone or resume illustrated in Regulations Governing the Administration of Shareholder Services of Public Companies, the chair shall announce the meeting postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
XXI. The Company Act and the Company's Articles of Incorporation shall apply to the matters not covered by the Procedure.
XXII. The Procedure takes effect when approved by the shareholders' meeting. This applies to amendments.
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Appendix 12
Twinhead International Corporation: Shareholdings by Directors
I. The Company's paid-in capital is NT$523,897,100, with 52,389,710 shares in issuance.
II. According to Article 26 of the Securities and Exchange Act, the directors as a while should hold at least 4,191,176 shares.
III. As of the book closing date for this shareholders' meeting, the numbers of shares held by directors individually and collectively in the shareholders' register are listed in the table below and in compliance with the percentage required by Article 26 of the Securities and Exchange Act.
| Title | Account name | Representative | No. of shares held |
|---|---|---|---|
| Chairman | Kaos Enterprise Co., Ltd | Yu-Jen Kao | 8,393,625 shares |
| Director | Kaos Enterprise Co., Ltd | Su-Fu Kao | 8,393,625 shares |
| Director | Kaos Enterprise Co., Ltd | Min-Kung Huang | 8,393,625 shares |
| Director | EUROC Investment Co., Ltd | Mei-Li Tsai | 67,675 shares |
| Director | The 21^{st} Century Foundation | Cheng-Hu Chow | 49,140 shares |
| Director | Protegas Futuro Holdings, LLC | An Van Nguyen | 7,274,322 shares |
| Director | Ri Yue Kao Investment Co., Ltd | - | 174,538 shares |
| Independent Director | Yuan-Chuan Lee | - | 0 share |
| Independent Director | Tzu-Ping Jen | - | 0 share |
| Independent Director | I-Hsiung Su | - | 0 share |
| Independent Director | Shu-Hua Chiu | - | 0 share |
| Holdings by directors in total: 15,959,300 shares |