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TYG — AGM Information 2026
May 14, 2026
51775_rns_2026-05-14_8aad1781-71e2-4009-ad20-7f55dd126315.pdf
AGM Information
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Stock Code: 1319

東陽實業麻股份有限公司
Tang Yang Industry Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Handbook
June 17, 2026
1
Table of Contents
I. Meeting Procedure...2
II. Meeting Agenda...3
(I) Announcements...4
(II) Proposals...6
(III) Election Matters...9
(IV) Other motions...10
(V) Extempore Motions...10
(VI) Adjournment...10
III. Attachment
(I) 2025 Business Report...11
(II) Audit Committee's Review Report...16
(III) CPA Audit Report and 2025 Consolidated Financial Statements...17
(IV) CPA Audit Report and 2025 Parent Company Only Financial Statements...26
(V) List of Director Candidates...35
(VI) List of candidates concurrently holding positions in other companies...37
IV. Appendices
(I) Rules of Procedure for Shareholders' Meetings...38
(II) Articles of Incorporation...43
(III) Rules for Director Elections...53
(IV) Shareholding Status of All Directors of the Board...56
2
TONG YANG INDUSTRY CO., LTD.
2026 Annual Shareholders' Meeting Procedure
I. Call the Meeting to Order
II. Chairman's Remarks
III. Announcements
IV. Proposals
V. Election Matters
VI. Other motions
VII. Extempore Motions
VIII. Adjournment
3
TONG YANG INDUSTRY CO., LTD.
2026 Annual Shareholders' Meeting Agenda
The method for convening: a physical shareholder's meeting
Meeting Time: 9:00 a.m. on Wednesday, June 17, 2026
Place: Conference Hall, Evergreen Plaza Hotel (Tainan), 3F,
No. 1, Lane 336, Chunghua E. Rd., Sec. 3, East Dist., Tainan
City, Taiwan (R.O.C.)
I. Call the Meeting to Order
II. Chairman's Remarks
III. Announcements
(I) 2025 Business Report
(II) Audit Committee's Review Report on the 2025 Financial
Statements
(III) Report on 2025 Distribution of the Remuneration for
Employees and Directors
(IV) Report on Distribution of the 2025 Cash Dividends from
Profits
IV. Proposals
Proposal 1: Adoption of the 2025 Business Report and Financial
Statements
Proposal 2: Adoption of the 2025 Profit Distribution Proposal
V. Election Matters
Proposal of complete re-election of 7 directors (including 3
independent directors).
VI. Other motions
Proposal to lift the non-competition ban on the election of new
directors.
VII. Extempore Motions
VIII. Adjournment
III. Announcements
(I) 2025 Business Report
Explanation: Please refer to page 11 to 15 of this handbook for the 2025 Business Report (Attachment 1).
(II) Audit Committee's Review Report on the 2025 Financial Statements
Explanation: Audit Committee's Review Report Please refer to page 16 of this handbook (Attachment 2).
(III) Report on 2025 Distribution of the Remuneration for Employees and Directors
Explanation:
1. This matter is handled in accordance with Article 26 of the Company's Articles of Incorporation.
2. As the Company's 2025 profits reached more than NT$500 million, the Board of Directors has resolved to pay employees' remuneration in the amount of NT$5 million and Directors' remuneration in the amount of NT$15 million in cash.
4
(IV) Report on Distribution of the 2025 Cash Dividends from Profits Explanation:
-
Pursuant to Article 26 of the Company's Articles of Incorporation, if the distribution of profits is made solely in cash, the Board of Directors is authorized to do so 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 in addition, a report of such distribution shall be submitted to the shareholders' meeting.
-
As approved by the Board of Directors on March 6, 2026, the proposed cash dividends, calculated at NT$5.0 per share, are to be distributed, totaling NT$2,957,385,340. The proposed cash dividends to be distributed are rounded to the nearest dollar and the aggregate amount of dividends arising from fractional shares is counted as other income in the Company's financial statements.
-
In the event of a subsequent change in the number of the Company's outstanding shares on the record date of dividend distribution due to the circumstances of conversion of the Company's outstanding convertible bonds into ordinary shares or buy-back of the Company's treasury shares, we propose to request this shareholders' meeting to authorize the Chairman to adjust the dividend payout ratio to shareholders, based on the amount of dividend distribution resolved for this proposal and the actual number of outstanding shares on the record date of dividend distribution.
5
IV. Proposals
Proposal 1: Proposed by the Board of Directors
Proposal: Adoption of the 2025 Business Report and Financial Statements
Explanation:
-
The Company's 2025 Business Report and financial statements have been approved by the Company's Board of Directors through a resolution. The financial statements have been reviewed and endorsed by the CPAs, and, together with the Business Report, have been subsequently examined and approved by the Audit Committee.
-
Please refer to page 11 to 15 (Attachment 1) and page 17 to 34 (Attachment 3 and 4) of this handbook for the 2025 Business Report, CPA Audit Report and financial statements respectively.
-
The proposal is hereby submitted for adoption.
Resolution:
Proposal 2: Proposed by the Board of Directors
Proposal: Adoption of the 2025 Profit Distribution Proposal
Explanation:
- Pursuant to Article 25 and 26 of the Company's Articles of Incorporation, the 2025 Profit Distribution Table is proposed as below:
TONG YANG INDUSTRY CO., LTD.
2025 Profit Distribution Table
Currency Unit: NT$
| Item | Amount | Amount |
|---|---|---|
| Beginning balance of retained earnings | 10,499,276,638 | |
| Remeasurement of defined benefit plan recognized in the retained earnings | 6,730,323 | 6,730,323 |
| Adjusted balance of retained earnings | 10,506,006,961 | |
| Add: Net profit | 3,803,809,919 | 3,803,809,919 |
| Less: Legal reserve appropriated | (381,054,024) | (381,054,024) |
| Earnings available for distribution | 13,928,762,856 | |
| Distribution items: | ||
| Dividend to shareholders (in cash): | (2,957,385,340) | (2,957,385,340) |
| NT$5.0 per share | ||
| Ending balance of retained earnings | 10,971,377,516 |
Chairman: Yeong-Maw Wu
President: Yung-Hsiang Wu
Chief Accounting Officer: Chin-Hsi Chen
- The above-mentioned dividend distribution ratio is based on the number of 591,477,068 shares outstanding as of March 6, 2026.
- The proposed cash dividends to be distributed are calculated at NT$5.0 per share, and are rounded to the nearest dollar, where the aggregate amount of dividends arising from fractional shares is counted as other income in the Company's financial statements.
- The Company's 2025 profits shall be distributed first.
- In the event of a subsequent change in the number of the Company's outstanding shares on the record date of dividend distribution due to the circumstances of conversion of the Company's outstanding convertible bonds into ordinary shares or buy-back of the Company's treasury shares, we propose to request this shareholders' meeting to authorize the Chairman to adjust the
dividend payout ratio to shareholders, based on the amount of dividend distribution resolved for this proposal and the actual number of outstanding shares on the record date of dividend distribution.
-
The Board of Directors is authorized to handle matters related to this profit distribution if changes are required by laws and regulations or amendments approved by the competent authorities.
-
The proposal is hereby submitted for adoption.
Resolution:
8
V. Election Matters
Proposed by the Board of Directors
Proposal: Proposal of complete re-election of 7 directors (including 3 independent directors).
Explanation:
-
The duration of terms of current directors of the Company will expire on June 18, 2026. Handled in accordance with Article 195 of the Company Act, a full re-election is proposed to be conducted at the 2026 Annual Shareholders' Meeting.
-
Pursuant to the Company's Articles of Incorporation, it is proposed to elect seven (7) directors (including three (3) independent directors). The election shall adopt the candidate nomination system, with a term of three years, commencing on June 17, 2026, and ending on June 16, 2029.
-
The election of directors of the Company adopts the candidate nomination system. The list of director candidates has been approved by resolution of the first Board meeting in 2026. Shareholders shall elect directors from among the nominated candidates. For their educational background, professional experience, and other relevant information, please refer to page 37 of this Handbook (Attachment 5).
-
For the "Regulations Governing Election of Directors" of the Company, please refer to pages 43 to 44 of this handbook (Appendix 3).
-
Please run the process of election.
Resolution
VI. Other motions
Proposed by the Board of Directors
Proposal: Resolution of lifting the non-competition ban on new Directors of the Company.
Explanation:
-
In light of the Company’s steadily expanding scope of business operations, directors elected at the Annual Shareholders' Meeting may concurrently serve as directors or managerial officers of other companies engaging in businesses similar to that of the Company. Hence, provided that said serving is beneficial and harmless to the Company's diversification and internationalization, we propose hereby, following Article 209 of the Company Act, to request this shareholders' meeting held on June 17, 2026 to lift the non-competition ban on new Directors.
-
Please refer to page 33 of this handbook (Appendix 6) for the list of new director candidates of the Company concurrently holding positions in other companies.
-
The proposal is hereby submitted for resolution.
Resolution
VII. Extempore Motions
VIII. Adjournment
10
Attachment 1.
TONG YANG INDUSTRY CO., LTD.
2025 Business Report
I. Management Principles
Since the establishment, we have always adhered to "Humanistic Management" as our central notion, and "enthusiasm, honesty and creativity" as our corporate spirits. This has driven the development of the Tong Yang Group (TYG) in plastic parts of bicycles and motorcycles, and interior and exterior components. It has accelerated the development of high-level technology, provided more reliable products, developed its bases, and markets in the world, and provided more rapid and comprehensive services to our customers.
II. Implementation Overview
In 2025, the Company was adversely affected by U.S. tariffs and fluctuations in the New Taiwan Dollar exchange rate. As a result, consolidated revenue amounted to NT$25,094,263 thousand, representing a decrease of 1.96% compared to the previous year, while consolidated net income totaled NT$3,902,579 thousand, a decline of 12.41% year-over-year. Looking ahead, the Company will continue to undertake organizational streamlining and resource integration, optimize production lines and product quality to meet market demand, and actively implement capacity expansion plans. In addition, the Company will enhance product development, increase production capacity, focus on its core business competitiveness, and drive steady and sustainable operational growth.
III. Business Plan Implementation Results
For fiscal year 2025, the Company reported consolidated operating revenue of NT$25,094,263 thousand, representing a decrease of NT$501,800 thousand, or 1.96%, compared to NT$25,596,063 thousand in 2024. Consolidated gross profit amounted to NT$8,427,374 thousand, a decrease of NT$103,298 thousand, or 1.21%, from NT$8,530,672 thousand in 2024. Consolidated operating income was NT$4,602,192 thousand, decreasing by NT$211,168 thousand, or 4.39%, from NT$4,813,360 thousand in 2024. The decline in revenue and profitability was
primarily attributable to the impact of tariffs and foreign exchange fluctuations. With respect to non-operating income and expenses, the total for 2025 was NT$189,184 thousand, representing a decrease of NT$527,141 thousand compared to NT$716,325 thousand in 2024. The primary reason was a net foreign exchange loss of NT$290,444 thousand arising from the appreciation of the New Taiwan Dollar in 2025, compared to a foreign exchange gain of NT$363,181 thousand in 2024, resulting in a decrease in profit of NT$653,625 thousand. Consequently, consolidated profit before tax for 2025 amounted to NT$4,791,376 thousand, a decrease of NT$738,309 thousand from NT$5,529,685 thousand in 2024. Consolidated net income was NT$3,902,579 thousand, down by NT$552,692 thousand from NT$4,455,271 thousand in 2024. Net income attributable to the parent company was NT$3,803,810 thousand, representing a decrease of NT$573,105 thousand, or 13.09%, compared to NT$4,376,915 thousand in 2024.
Unit: NT$1,000
| Item | 2025 | 2024 | Change by amount | Change by percentage (%) |
|---|---|---|---|---|
| Consolidated operating revenue | 25,094,263 | 25,596,063 | -501,800 | -1.96 |
| Consolidated gross profit | 8,427,374 | 8,530,672 | -103,298 | -1.21 |
| Consolidated operating income | 4,602,192 | 4,813,360 | -211,168 | -4.39 |
| Consolidated non-operating income and expenses | 189,184 | 716,325 | -527,141 | -73.59 |
| Consolidated income before tax | 4,791,376 | 5,529,685 | -738,309 | -13.35 |
| Consolidated income for current period | 3,902,579 | 4,455,271 | -552,692 | -12.41 |
| Net income attributable to shareholders of the parent company | 3,803,810 | 4,376,915 | -573,105 | -13.09 |
IV. Performance of Operating Budget
Unit: NT$1,000
| Item | Actual amount 2025 | Volume forecast 2025 | Completion rate (%) |
|---|---|---|---|
| Consolidated operating revenue | 25,094,263 | 26,650,760 | 94.16 |
| Consolidated gross profit | 8,427,374 | 9,223,832 | 91.37 |
| Consolidated operating expenses | 3,825,182 | 3,869,692 | 98.85 |
| Consolidated operating income | 4,602,192 | 5,354,140 | 85.96 |
| Consolidated income before tax | 4,791,376 | 5,715,460 | 83.83 |
Note: The 2025 volume forecast has yet to be reviewed by CPAs.
V. Profitability Analysis
| Year
Analysis item | | | Financial analysis | |
| --- | --- | --- | --- | --- |
| | | | 2025 | 2024 |
| Financial structure | Debt ratio (%) | | 25.67 | 26.47 |
| | Ratio of long-term capital to property, plant, and equipment (%) | | 173.55 | 180.19 |
| Profitability | Return on Assets (ROA) (%) | | 10.20 | 12.22 |
| | Return on Equity (ROE) (%) | | 13.73 | 16.48 |
| | As a percentage of paid-in capital (%) | Operating income | 77.81 | 81.38 |
| | | Pre-tax Profit | 81.01 | 93.49 |
| | Net Profit Margin (%) | | 15.55 | 17.41 |
| | Earnings per share (NT$) (Note) | | 6.43 | 7.40 |
Note: Earnings per share are calculated based on the weighted average number of outstanding shares for the year.
VI. Research & Development (R&D) Status
Tong Yang has a technology R&D center that engages in new product development, with a focus on product design, materials, and coatings. The Company is dedicated to developing and innovating technology in the fields of engineering, optoelectronics, and e-communication and actively embraces automated equipment and remote information monitoring systems. Thus, we can
quickly respond to various issues and perform data analysis on the production lines, thereby improving production efficiency. Additionally, to respond to the advancements in electric vehicles and autonomous driving, the technology R&D center has established an advanced components team and an intelligent electrical assembly team, expanding beyond the current scope of plastic products, to integrate the automotive electrical system, optical components, and decoration techniques, aiming to create innovative product integrations and provide customers with safe and comfortable transportation equipment parts and accessories with our specialized expertise and extensive experience.
Our plastic and metal sheet parts have obtained the most Certified Automotive Parts Association (CAPA) product certifications in the US market, and the TÜV Rheinland quality certifications in the European market. We are number one in the number of product quality certificates obtained in the world. In response to environmental protection, we introduced the water-based painting for plastic products in 2016 and became the only manufacturer in the world to receive CAPA certification for water-based painting products.
In recent years, Tong Yang has been developing integrated decorative lighting technology under the initiative known as the "Luminous+ Project," aimed at making mass production viable by applying research and development outcomes directly to production models. This project includes illuminated exterior components such as 3D light-effect front grilles, large illuminated trim panels, light-up bumpers, and tailgates. The integrated light-element decorative technology is designed to deliver distinct visual effects during both day and night. Additionally, it can enhance the information transmission function and strengthen the connection between cars and people.
Smart interior decoration includes totem ambient lighting, smart touch panels, electric glove boxes, and smart central armrests, etc., which are all integrated into the use of driving cabins. The ever-evolving automotive electronic systems have led to the emergence of complex operating interfaces and a significant amount of information transmission requirements. The Company has incorporated functionality into the automotive interior accessories, developed human-machine interaction and hidden information display, integrated driving information, and created various control interfaces to liberate people from complex operations. They adjust the cabin environment based on external conditions and driving situations, to alleviate driver information fatigue and enhance driving focus.
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As for environmental concerns, during the product R&D stage, Tong Yang has integrated the principles of lightweight design, energy efficiency, and carbon reduction. The items include plastic tailgate panels, plastic engine covers, plastic leaf springs, plastic front-end frames, and injection-molded foam interior and exterior trims. The successful cases of replacing steel with plastic and lightweight foam molding can reduce weight by 10-40%, increase fuel efficiency and gas mileage, reduce air pollution, and achieve energy-efficiency and carbon reduction. Tong Yang adopted a water-based painting technique and equipment, to minimize the use of harmful solvents and promote environmental sustainability.
The technology R&D center focuses on six main aspects of product development: lightweight, integrated, decoration, value, environmental protection, and smart technology. We continuously develop key technology, so as to fulfill the market demand and customer requirement.
Tong Yang perseveres in continuously engaging in R&D to become a leader in the industry and lay a professional, more stable, and solid foundation to compete in international markets.
Chairman: Yeong-Maw Wu
President: Yung-Hsiang Wu
Chief Accounting Officer: Chin-Hsi Chen
15
Attachment 2.
AUDIT COMMITTEE REVIEW REPORT
The Board of Directors has prepared the Company’s 2025 Financial Statements. The CPA firm of Ernst & Young, by CPA Tzu-Ren Hu and Kuo-Sen Hung was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements, Business Report, and the Proposal for Distribution of 2025 Profits have been reviewed and determined to be correct and accurate by Supervisor. According to the Securities and Exchange Act and the Company Act, we hereby submit this report. Please kindly approve.
To TONG YANG INDUSTRY CO., LTD. 2026 Annual General Shareholders’ Meeting
TONG YANG INDUSTRY CO., LTD.
Chairman of the Audit Committee: Kan-Hsiung Lin
March 6, 2025
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Attachment 3.
Independent Auditors' Report Translated from Chinese
To TONG YANG INDUSTRY CO., LTD.
Opinion
We have audited the accompanying consolidated balance sheets of TONG YANG INDUSTRY CO., LTD. (the "Company") and its subsidiaries as of 31 December 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of 31 December 2025 and 2024, and their consolidated financial performance and cash flows for the years ended 31 December 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Loss allowance Trade receivable
As of 31 December 2025, the balance of trade receivable and loss allowance amounted to NT$6,380,996 thousand and NT$71,478 thousand, respectively. Net trade receivables accounting for 16% of total consolidated assets, which were material to the consolidated statements. Since the loss allowance was measured at the lifetime expected credit loss, the trade receivables should be appropriately grouped during the measurement process and determine the use of related assumptions in the analysis and measurement, including appropriate aging intervals and their respective loss rate. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net trade receivable, we therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and evaluating the appropriateness of management’s provisioning policy of loss allowance. The Company and its subsidiaries were tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; performing tests on subsequent collection of receivables.
We also assessed the adequacy of disclosures of trade receivable. Please refer to Notes V and VI to the Company’s consolidated financial statements.
Valuation for slow-moving inventories
As of 31 December 2025, the Company’s net inventories amounted to NT$3,179,109 thousand, and accounting for 8% of total consolidated asset, which were material to the financial statements. Due to the economic environment in which the business operates and the impact of peer competition, it is necessary to consider changes in product technology and the market. Additionally, the provision of slow-moving inventories required significant management judgment, we therefore considered this a key audit matter.
Our audit procedures included, but not limited to, evaluating the appropriateness of management’s provisioning policy of allowance of obsolescence loss, including sample testing the accuracy of inventory aging time period; performing and evaluating the changes in value of the slow-moving inventories reserve ratio and inventory aging and recalculating allowance to reduce inventory to market, to ensure that the valuation for slow-moving inventories followed accounting policies.
We also assessed the adequacy of disclosures of inventories. Please refer to Notes V and VI to the Company’s consolidated financial statements.
Other Matter – Making Reference to the Audits of Other Auditors
We did not audit the financial statements of certain consolidated subsidiaries, which statements reflect total assets of NT$1,327,152 thousand and NT$1,327,152 thousand, constituting 3% and 3% of consolidated total assets as of 31 December, 2025 and 2024, respectively, and total operating revenues of NT$931,640 thousand and NT$961,304 thousand, constituting 4% and 4% of consolidated operating revenues for the years ended 31 December 2025 and 2024 respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those associates and joint ventures under equity method amounted to NT$32,419 thousand and NT$62,758 thousand, representing 0% and 0% of consolidated total assets as of 31 December 2025 and 2024, respectively. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$(19,083) thousand and NT$(8,531) thousand, representing 0% and 0% of the consolidated net income before tax for the years ended 31 December 2025 and 2024, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(5,013) thousand and NT$7,722 thousand, representing 2% and 4% of the consolidated other comprehensive income for the years ended 31 December 2025 and 2024, respectively.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China on Taiwan 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
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 internal control of the Company and its subsidiaries.
- 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 ability to continue as a going concern of the Company and its subsidiaries. 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 Company and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended 31 December 2025 and 2024.
Hu, Tzu-Ren
Hung, Kuo-Sen
Ernst & Young, Taiwan
6 March 2025
Notice to Readers
The accompanying financial statements are intended only to present the financial position results of operations and cash flows in accordance with 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 financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying financial statements and report of independent accounts are not intended for use by those who are not informed about the accounting principles or Standard on Auditing of the Republic of China and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
Attachment 3-1
TONG YANG INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| ASSETS | Notes | 31 Dec. 2025 | 31 Dec. 2024 |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | IV/VI.1 | $2,661,707 | $4,736,971 |
| Financial assets measured at amortized cost-current | IV/VI.3 | 18,027 | 785 |
| Notes receivable,net | IV/VI.4.16/VII | 328,447 | 277,494 |
| Trade receivable,net | IV/VI.5.15.16 | 6,212,969 | 4,569,138 |
| Trade receivable-related parties,net | IV/VI.5.16/VII | 96,549 | 120,604 |
| Other receivables | IV | 421,588 | 131,638 |
| Inventories,net | IV/VI.6 | 3,179,109 | 3,088,758 |
| Other current assets | IV | 273,744 | 331,454 |
| Total current assets | 13,192,140 | 13,256,842 | |
| Non-current assets | |||
| Financial assets at fair value through other comprehensive income-non-current | IV/VI.2 | 409,465 | 622,806 |
| Financial assets measured at amortized cost-non-current | IV/VI.3/VIII | 157,378 | 153,565 |
| Investments accounted for using the equity method | IV/VI.7 | 2,513,283 | 2,434,502 |
| Property, plant and equipment | IV/VI.8/VIII | 18,228,256 | 17,346,469 |
| Right-of-use assets | IV/VI.17/VIII | 1,627,452 | 1,465,208 |
| Intangible assets | IV/VI.9.10 | 597,799 | 424,418 |
| Deferred tax assets | IV/VI.21 | 178,293 | 207,293 |
| Prepayment for equipments | 1,344,183 | 2,019,001 | |
| Other non-current assets-others | 343,867 | 361,477 | |
| Total non-current assets | 25,399,976 | 25,034,739 | |
| Total assets | $38,592,116 | $38,291,581 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attachment 3-2
| LIABILITIES AND SHAREHOLDERS' EQUITY | Notes | 31 Dec. 2025 | 31 Dec. 2024 |
|---|---|---|---|
| Current liabilities | |||
| Short-term borrowings | IV/VI.11/VIII | $597,656 | $336,995 |
| Notes payable | 112 | 561 | |
| Trade payable | 2,576,871 | 2,894,664 | |
| Trade payable-related parties | VIII | 26,332 | 29,415 |
| Other payables | 1,542,392 | 1,578,132 | |
| Balance payable-machinery and equipment | 758,206 | 593,623 | |
| Current tax liabilities | IV/VI.21 | 312,147 | 588,146 |
| Lease liability-current | IV/VI.17 | 23,133 | 10,730 |
| Current portion of long-term liabilities | IV/VI.12 | 341,790 | 399,075 |
| Other current liabilities-others | IV/VI.15 | 778,906 | 604,194 |
| Total current liabilities | 6,957,545 | 7,035,535 | |
| Non-current liabilities | |||
| Long-term borrowings | IV/VI.12 | 801,169 | 1,142,960 |
| Deferred tax liabilities | IV/VI.21 | 459,708 | 442,797 |
| Lease liability-non-current | IV/VI.17 | 1,423,011 | 1,264,059 |
| Accrued pension liabilities | IV/VI.13 | 260,557 | 232,738 |
| Other non-current liabilities-others | 5,300 | 17,491 | |
| Total non-current liabilities | 2,949,745 | 3,100,045 | |
| Total liabilities | 9,907,290 | 10,135,580 | |
| Equity attributable to the parent company | |||
| Capital | IV/VI.14 | ||
| Common stock | 5,914,771 | 5,914,771 | |
| Capital surplus | IV/VI.14 | 4,151,718 | 4,151,122 |
| Retained earnings | IV/VI.14 | ||
| Legal reserve | 3,602,027 | 3,163,500 | |
| Unappropriated earnings | 14,309,817 | 14,072,632 | |
| Subtotal | 17,911,844 | 17,236,132 | |
| Other equity | IV/VI.14 | 87,435 | 308,474 |
| Non-controlling interests | IV/VI.14 | 619,058 | 545,502 |
| Total equity | 28,684,826 | 28,156,001 | |
| Total liabilities and equity | $38,592,116 | $38,291,581 |
(The accompanying notes are an integral part of the consolidated financial statements.)
22
English Translation of Consolidated Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
Attachment 3-3
| ITEMS | NOTE | 2025.1.1~ 2025.12.31 | 2024.1.1~ 2024.12.31 |
|---|---|---|---|
| Operating revenue | IV/VI.15/VI | $25,094,263 | $25,596,063 |
| Operating costs | IV/VI.6.18/VI | (16,666,889) | (17,065,391) |
| Gross profit | 8,427,374 | 8,530,672 | |
| Operating expenses | IV/VI.16.17.18/VI | ||
| Sales and marketing expenses | (1,720,420) | (1,766,281) | |
| General and administrative expenses | (1,227,726) | (1,252,459) | |
| Research and development expenses | (875,171) | (691,890) | |
| Expected credit /losses | (1,865) | (6,682) | |
| Subtotal | (3,825,182) | (3,717,312) | |
| Operating income | 4,602,192 | 4,813,360 | |
| Non-operating income and expenses | |||
| Other revenue | IV/VI.19 | 343,046 | 453,763 |
| Other gains and losses | IV/VI.19 | (269,066) | 302,863 |
| Financial costs | IV/VI.19 | (24,462) | (32,719) |
| Share of profit or loss of associates and joint ventures | IV/VI.7 | 139,666 | (7,582) |
| Subtotal | 189,184 | 716,325 | |
| Income from continuing operations before income tax | 4,791,376 | 5,529,685 | |
| Income tax expense | IV/VI.21 | (888,797) | (1,074,414) |
| Net income | $3,902,579 | $4,455,271 | |
| Other comprehensive income | IV/VI.20 | ||
| Not to be reclassified to profit or loss in subsequent periods | |||
| Remeasurements of the defined benefit plan | 8,937 | 11,085 | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method | (213,341) | (48,251) | |
| Income tax related to items that may not be reclassified subsequently | (1,639) | (2,090) | |
| To be reclassified to profit or loss in subsequent periods | |||
| Exchange differences resulting from translating the financial statements of foreign operation | (17,319) | 176,411 | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method | 11,719 | 98,517 | |
| Income tax relating to those items to be reclassified to profit or loss | 1,924 | (46,843) | |
| Total other comprehensive income (loss), net of tax | (209,719) | 188,829 | |
| Total comprehensive income | $3,692,860 | $4,644,100 | |
| Net income attributable to: | |||
| Stockholders of the parent | $3,803,810 | $4,376,915 | |
| Non-controlling interests | $98,769 | $78,356 | |
| Comprehensive income attributable to: | |||
| Stockholder of the parent | $3,589,501 | $4,524,392 | |
| Non-controlling interests | $103,359 | $119,708 | |
| Earnings per share (NTD) | |||
| Earnings per share-basic | IV/VI.22 | $6.43 | $7.40 |
| Earnings per share-diluted | IV/VI.22 | $6.43 | $7.40 |
(The accompanying notes are an integral part of the consolidated financial statements.)
23
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Attachment 3-4
TONG YANG INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| ITEMS | Equity attributable to the parent company | Non-controlling interests | Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital Surplus | Retained Earnings | Other equity | |||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange differences resulting from translating the financial statements of foreign operation | Unrealized gains (losses) from equity instruments measured at fair value through other comprehensive income | ||||||
| Balance as of 1 January 2024 | $5,914,771 | $4,150,503 | $2,871,990 | $96,706 | $12,248,076 | $(425,323) | $594,673 | 25,451,396 | $460,701 | 25,912,097 |
| Appropriation and distribution of 2023 retained earnings | ||||||||||
| Legal reserve | - | - | 291,510 | - | (291,510) | - | - | - | - | - |
| Cash dividend | - | - | - | - | (2,365,908) | - | - | (2,365,908) | - | (2,365,908) |
| Special reserve | - | - | - | (96,706) | 96,706 | - | - | - | - | - |
| Other changes in additional paid-in capital | - | 619 | - | - | - | - | - | 619 | - | 619 |
| Net income for the year ended 31 December 2024 | - | - | - | - | 4,376,915 | - | - | 4,376,915 | 78,356 | 4,455,271 |
| Other comprehensive income (loss), net of tax for the year ended 31 December 2024 | - | - | - | - | 8,353 | 187,375 | (48,251) | 147,477 | 41,352 | 188,829 |
| Total comprehensive income (loss) | - | - | - | - | 4,385,268 | 187,375 | (48,251) | 4,524,392 | 119,708 | 4,644,100 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | (34,907) | (34,907) |
| Balance as of 31 December 2024 | $5,914,771 | $4,151,122 | $3,163,500 | $- | $14,072,632 | $(237,948) | $546,422 | $27,610,499 | $545,502 | $28,156,001 |
| Balance as of 1 January 2025 | $5,914,771 | $4,151,122 | $3,163,500 | $- | $14,072,632 | $(237,948) | $546,422 | $27,610,499 | $545,502 | $28,156,001 |
| Appropriation and distribution of 2024 retained earnings | ||||||||||
| Legal reserve | - | - | 438,527 | - | (438,527) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (3,134,828) | - | - | (3,134,828) | - | (3,134,828) |
| Other changes in additional paid-in capital | - | 596 | - | - | - | - | - | 596 | - | 596 |
| Net income for the year ended 31 December 2025 | - | - | - | - | 3,803,810 | - | - | 3,803,810 | 98,769 | 3,902,579 |
| Other comprehensive income (loss), net of tax for the year ended 31 December 2025 | - | - | - | - | 6,730 | (7,698) | (213,341) | (214,309) | 4,590 | (209,719) |
| Total comprehensive income (loss) | - | - | - | - | 3,810,540 | (7,698) | (213,341) | 3,589,501 | 103,359 | 3,692,860 |
| Changes in non-controlling interests | - | - | - | - | - | - | - | - | (29,803) | (29,803) |
| Balance as of 31 December 2025 | $5,914,771 | $4,151,718 | $3,602,027 | $- | $14,309,817 | $(245,646) | $333,081 | $28,065,768 | $619,058 | $28,684,826 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attachment 3-5
| ITEMS | 2025.1.1~
2025.12.31 | 2024.1.1~
2024.12.31 | ITEMS | 2025.1.1~
2025.12.31 | 2024.1.1~
2024.12.31 |
| --- | --- | --- | --- | --- | --- |
| Cash flows from operating activities: | | | Cash flows from investing activities: | | |
| Net income before tax | $4,791,376 | $5,529,685 | Acquisition of financial assets measured at amortized cost | (21,843) | (411,377) |
| Adjustments for: | | | Disposal of financial assets measured at amortized cost | 788 | 555,581 |
| Income and expense adjustments: | | | Disposal of equity investments under equity method | 53,403 | - |
| Depreciation (including right-of-use assets) | 2,583,459 | 2,622,739 | Proceeds from capital reduction of equity investments under equity method | 4,989 | 7,111 |
| Amortization | 125,155 | 193,966 | Acquisition of property, plant and equipment | (2,948,919) | (3,479,345) |
| Expected credit losses | 1,865 | 6,682 | Disposal of property, plant and equipment | 55,871 | 62,622 |
| Interest expense | 24,462 | 32,719 | Acquisition of intangible assets | (199,795) | (106,754) |
| Interest revenue | (102,773) | (130,169) | Acquisition of right-of-use assets | (107,691) | - |
| Dividends income | (12,464) | (11,186) | Net cash (used in) investing activities | (3,163,197) | (3,372,162) |
| Share of (profit) loss of associates for using the equity method | (139,666) | 7,582 | | | |
| (Gain) on disposal of property, plant and equipment | (12,436) | (5,634) | Cash flows from financing activities: | | |
| Loss on disposal of intangible assets | - | 20 | Increase in short-term borrowings | 788,579 | 233,549 |
| Loss on disposal of equity investments under equity method | 8,992 | - | (Decrease) in short-term borrowings | (526,984) | (425,432) |
| Impairment loss on non-financial assets | 31,237 | 59,357 | Borrow in long-term borrowings | - | 90,000 |
| Changes in operating assets and liabilities: | | | Reimburse long-term borrowings | (399,076) | (387,352) |
| Notes receivables, net | (50,953) | 162,244 | Reimburse lease principal | (23,638) | (21,774) |
| Trade receivables, net | (1,645,696) | (500,448) | Cash dividends | (3,134,828) | (2,365,908) |
| Trade receivables-related parties,net | 24,055 | (21,849) | Interest paid | (16,014) | (31,639) |
| Other receivables | (62,603) | 260,513 | Change in non-controlling interests | (29,803) | (34,907) |
| Inventories | (90,351) | (401,587) | Net cash (used in) financing activities | (3,341,764) | (2,943,463) |
| Other current assets | 57,710 | (46,696) | | | |
| Other non-current assets | 17,610 | (5,203) | Effect of exchange rate changes on cash and cash equivalents | 12,491 | 50,070 |
| Other operating assets | 16,628 | 132,527 | | | |
| Notes payable | (449) | (313,563) | Net increase in cash and cash equivalents | (2,075,264) | 919,963 |
| Trade payable | (317,793) | 298,573 | Cash and cash equivalents at the beginning of period | 4,736,971 | 3,817,008 |
| Trade payable-related parties | (3,083) | (1,021) | Cash and cash equivalents at the end of period | $2,661,707 | $4,736,971 |
| Other payables | (32,167) | 66,738 | | | |
| Other current liabilities | 174,712 | 224,625 | | | |
| Accrued pension liabilities | 36,014 | (4,726) | | | |
| Other non-current liabilities | (12,191) | 2,824 | | | |
| Cash generated from operations | 5,410,650 | 8,158,712 | | | |
| Interest received | 106,232 | 131,087 | | | |
| Dividend received | 18,924 | 133,319 | | | |
| Income tax paid | (1,118,600) | (1,237,600) | | | |
| Net cash provided by operating activities | 4,417,206 | 7,185,518 | | | |
(The accompanying notes are an integral part of the consolidated financial statements.)
Attachment 4.
Independent Auditors' Report Translated from Chinese
To TONG YANG INDUSTRY CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of TONG YANG INDUSTRY CO., LTD. (the "Company") as of 31 December 2025 and 2024, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2025 and 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (together "the parent company only financial statements").
In our opinion, based on our audits and the reports of the other auditors (please refer to the Other Matter – Making Reference to the Audits of Other Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 December 2025 and 2024, and its financial performance and cash flows for the years ended 31 December 2025 and 2024, in conformity with the requirements of 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Loss allowance Trade receivables
As of 31 December 2025, the balance of trade receivables and loss allowance amounted to NT$5,007,641 thousand and NT$29,899 thousand, respectively. Net trade receivables accounting for 14% of total assets, which were material to the financial statements. Since the loss allowance was measured at the lifetime expected credit loss, the trade receivables should be appropriately grouped during the measurement process and determine the use of related assumptions in the analysis and measurement, including appropriate aging intervals and their respective loss rate. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net trade receivables, we therefore determined this a key audit matter.
Our audit procedures included, but not limited to, understanding and evaluating the appropriateness of management's provisioning policy of loss allowance. The Company was tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; performing tests on subsequent collection of receivables.
We also assessed the adequacy of disclosures of trade receivables. Please refer to Notes V and VI to the parent company only financial statements.
Valuation for slow-moving inventories
As of 31 December 2025, the Company's net inventories amounted to NT$2,736,322 thousand, accounting for 8% of total asset, which were material to the financial statements. Due to the economic environment in which the business operates and the impact of peer competition, it is necessary to consider changes in product technology and the market. Additionally, the provision of slow-moving inventories required significant management judgment, we therefore considered this a key audit matter.
Our audit procedures included, but not limited to, evaluating the appropriateness of management's provisioning policy of allowance of obsolescence loss, including sample testing the accuracy of inventory aging time period; performing and evaluating the changes in value of the slow-moving inventories reserve ratio and inventory aging and recalculating allowance to reduce inventory to market, to ensure that the valuation for slow-moving inventories followed accounting policies.
We also assessed the adequacy of disclosures of inventories. Please refer to Notes V and VI to the parent company only financial statements.
Other Matter – Making Reference to the Audits of a Other Auditors
We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of the other auditors. These, associates and joint ventures using equity method amounted to NT$1,170,133 thousand and NT$1,106,988 thousand, representing 3% and 3% of total assets as of 31 December 2025 and 2024, respectively. The related shares of profits from the associates and joint ventures using the equity method amounted to NT$116,592 thousand and NT$110,631 thousand, representing 3% and 2% of the income before tax for the years ended 31 December 2025 and 2024, respectively, and the related shares of other comprehensive income (loss) from the associates and joint ventures using the equity method amounted to NT$(38,766) thousand and NT$(56,125) thousand, representing 18% and 38% of the comprehensive income (loss) for the years ended 31 December 2025 and 2024, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
27
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 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 internal control of the Company.
-
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 ability to continue as a going concern of the Company. 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.
28
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Hu, Tzu-Ren
Hung, Kuo-Sen
Ernst & Young, Taiwan
6 March 2025
Notice to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with 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 financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
29
English Translation of Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attachment 4-1
| ASSETS | Notes | 31 Dec. 2025 | 31 Dec. 2024 |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | IV/VI.1 | $1,217,554 | $3,490,213 |
| Financial assets measured at amortized cost-current | IV/VI.3 | 18,027 | - |
| Notes receivables,net | IV/VI.4.16 | 12,014 | 9,787 |
| Trade receivables,net | IV/VI.5.16 | 4,941,857 | 3,328,469 |
| Trade receivables-related parties,net | IV/VI.5.16/VIII | 35,885 | 30,968 |
| Other receivables | IV/VIII | 94,841 | 125,834 |
| Inventories,net | IV/VI.6 | 2,736,322 | 2,667,598 |
| Other current assets | IV | 196,575 | 208,707 |
| Total current assets | 9,253,075 | 9,861,576 | |
| Non-current assets | |||
| Financial assets at fair value through other comprehensive income-non-current | IV/VI.2 | 347,236 | 527,342 |
| Financial assets measured at amortized cost-non-current | IV/VI. 3/VIII | 157,342 | 153,529 |
| Investments accounted for using the equity method | IV/VI.7 | 6,508,043 | 6,229,114 |
| Property, plant and equipment | IV/VI.8 | 15,993,311 | 14,743,413 |
| Right-of-use assets | IV/VI.17 | 1,454,998 | 1,250,572 |
| Intangible assets | IV/VI.9.10 | 348,383 | 347,567 |
| Deferred tax assets | IV/VI.21 | 177,333 | 206,479 |
| Prepayment for equipments | 1,255,382 | 1,954,612 | |
| Other non-current assets-others | 9,138 | 14,939 | |
| Total non-current assets | 26,251,166 | 25,427,567 | |
| Total assets | $35,504,241 | $35,289,143 |
(The accompanying notes are an integral part of the parent company only financial statements.)
English Translation of Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD
PARENT COMPANY ONLY BALANCE SHEETS
31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attachment 4-2
| LIABILITIES AND EQUITY | Notes | 31 Dec. 2025 | 31 Dec. 2024 |
|---|---|---|---|
| Current liabilities | |||
| Short-term borrowings | IV/VI.11 | $300,000 | $- |
| Notes payables | 112 | 561 | |
| Trade payables | 1,345,768 | 1,507,965 | |
| Trade payables-related parties | VII | 26,886 | 30,928 |
| Other payables | 1,327,621 | 1,358,602 | |
| Balance payables-machinery and equipment | 581,808 | 475,911 | |
| Current tax liabilities | IV/VI.21 | 303,927 | 582,557 |
| Lease liabilities-current | IV/VI.17 | 18,659 | 6,109 |
| Current portion of long-term liabilities | IV/VI.12 | 341,790 | 399,075 |
| Other current liabilities-others | IV/VI.15 | 323,895 | 289,594 |
| Total current liabilities | 4,570,466 | 4,651,302 | |
| Non-current liabilities | |||
| Long-term borrowings | IV/VI.12 | 801,169 | 1,142,960 |
| Deferred tax liabilities | IV/VI.21 | 377,775 | 373,460 |
| Lease liabilities-non-current | IV/VI.17 | 1,412,491 | 1,252,000 |
| Accrued pension liabilities | IV/VI.13 | 271,272 | 241,431 |
| Other non-current liabilities-others | 5,300 | 17,491 | |
| Total non-current liabilities | 2,868,007 | 3,027,342 | |
| Total liabilities | 7,438,473 | 7,678,644 | |
| Equity | |||
| Capital | IV/VI.14 | ||
| Common stock | 5,914,771 | 5,914,771 | |
| Capital surplus | IV/VI.14 | 4,151,718 | 4,151,122 |
| Retained earnings | IV/VI.14 | ||
| Legal reserve | 3,602,027 | 3,163,500 | |
| Unappropriated earnings | 14,309,817 | 14,072,632 | |
| Subtotal | 17,911,844 | 17,236,132 | |
| Other equity | IV/VI.14 | 87,435 | 308,474 |
| Total equity | 28,065,768 | 27,610,499 | |
| Total liabilities and equity | $35,504,241 | $35,289,143 |
(The accompanying notes are an integral part of the parent company only financial statements.)
31
English Translation of Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
Attachment 4-3
| ITEMS | NOTE | 2025.1.1~ 2025.12.31 | 2024.1.1~ 2024.12.31 |
|---|---|---|---|
| Operating revenues | IV/VI.15/VI | $19,755,690 | $19,822,391 |
| Operating costs | IV/VI.6.18/VI | (12,331,999) | (12,213,985) |
| Gross profit | 7,423,691 | 7,608,406 | |
| Unrealized gross profit on sales | (12,263) | (14,391) | |
| Realized gross profit on sales | 14,391 | 9,189 | |
| Gross profit-net | 7,425,819 | 7,603,204 | |
| Operating expenses | IV/VI.16.17.18/VI | ||
| Sales and marketing expenses | (1,514,805) | (1,524,341) | |
| General and administrative expenses | (725,768) | (725,137) | |
| Research and development expenses | (850,574) | (675,538) | |
| Expected credit losses | (3,520) | (7,562) | |
| Subtotal | (3,094,667) | (2,932,578) | |
| Operating income | 4,331,152 | 4,670,626 | |
| Non-operating income and expenses | |||
| Other revenue | IV/VI.19/VI | 261,939 | 348,345 |
| Other gains and losses | IV/VI.19 | (274,036) | 357,298 |
| Financial costs | IV/VI.19 | (9,831) | (6,964) |
| Share of profit or loss of associates and joint ventures | IV/VI.7 | 347,482 | 50,136 |
| Subtotal | 325,554 | 748,815 | |
| Income from continuing operations before income tax | 4,656,706 | 5,419,441 | |
| Income tax expense | IV/VI.21 | (852,896) | (1,042,526) |
| Net income | $3,803,810 | $4,376,915 | |
| Other comprehensive income | IV/VI.20 | ||
| Not to be reclassified to profit or loss in subsequent periods | |||
| Remeasurements of the defined benefit plan | 6,468 | 8,483 | |
| Unrealized gains (losses) from equity instruments measured at fair value through other comprehensive income | (180,106) | (40,735) | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method | (31,679) | (5,950) | |
| Income tax related to items that may not be reclassified subsequently | (1,293) | (1,697) | |
| To be reclassified to profit or loss in subsequent periods | |||
| Exchange differences resulting from translating the financial statements of foreign operation | (21,342) | 135,702 | |
| Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method | 11,719 | 98,517 | |
| Income tax relating to those items to be reclassified to profit or loss | 1,924 | (46,843) | |
| Total other comprehensive income, net of tax | (214,309) | 147,477 | |
| Total comprehensive income | $3,589,501 | $4,524,392 | |
| Earnings per share (NTD) | |||
| Earnings per share-basic | IV/VI.22 | $6.43 | $7.40 |
| Earnings per share-diluted | IV/VI.22 | $6.43 | $7.40 |
(The accompanying notes are an integral part of the parent company only financial statements.)
English Translation of Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attachment 4-4
| ITEMS | Equity attributable to the parent company | Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital Surplus | Retained Earnings | Other equity | |||||
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange differences resulting from translating the financial statements of foreign operation | Unrealized gains (losses) from equity instruments measured at fair value through other comprehensive income | ||||
| Balance as of 1 January 2024 | $5,914,771 | $4,150,503 | $2,871,990 | $96,706 | $12,248,076 | $(425,323) | $594,673 | $25,451,396 |
| Appropriation and distribution of 2023 retained earnings | ||||||||
| Legal reserve | - | - | 291,510 | - | (291,510) | - | - | - |
| Cash dividends | - | - | - | - | (2,365,908) | - | - | (2,365,908) |
| Special reserve | - | - | - | (96,706) | 96,706 | - | - | - |
| Other changes in additional paid-in capital | - | 619 | - | - | - | - | - | 619 |
| Net income for the year ended 31 December 2024 | - | - | - | - | 4,376,915 | - | - | 4,376,915 |
| Other comprehensive income (loss), net of tax for the year ended 31 December 2024 | - | - | - | - | 8,353 | 187,375 | (48,251) | 147,477 |
| Total comprehensive income (loss) | - | - | - | - | 4,385,268 | 187,375 | (48,251) | 4,524,392 |
| Balance as of 31 December 2024 | $5,914,771 | $4,151,122 | $3,163,500 | $- | $14,072,632 | $(237,948) | $546,422 | $27,610,499 |
| Balance as of 1 January 2025 | $5,914,771 | $4,151,122 | $3,163,500 | $- | $14,072,632 | $(237,948) | $546,422 | $27,610,499 |
| Appropriation and distribution of 2024 retained earnings | ||||||||
| Legal reserve | - | - | 438,527 | - | (438,527) | - | - | - |
| Cash dividends | - | - | - | - | (3,134,828) | - | - | (3,134,828) |
| Other changes in additional paid-in capital | - | 596 | - | - | - | - | - | 596 |
| Net income for the year ended 31 December 2025 | - | - | - | - | 3,803,810 | - | - | 3,803,810 |
| Other comprehensive income (loss), net of tax for the year ended 31 December 2025 | - | - | - | - | 6,730 | (7,698) | (213,341) | (214,309) |
| Total comprehensive income (loss) | - | - | - | - | 3,810,540 | (7,698) | (213,341) | 3,589,501 |
| Balance as of 31 December 2025 | $5,914,771 | $4,151,718 | $3,602,027 | $- | $14,309,817 | $(245,646) | $333,081 | $28,065,768 |
(The accompanying notes are an integral part of the parent company only financial statements.)
English Translation of Financial Statements Originally Issued in Chinese
TONG YANG INDUSTRY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended 31 December 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Attachment 4-5
| ITEMS | 2025.12.31 | 2024.12.31 | ITEMS | 2025.12.31 | 2024.12.31 |
|---|---|---|---|---|---|
| Cash flows from operating activities: | Cash flows from investing activities: | ||||
| Net income before tax | $4,656,706 | $5,419,441 | Acquisition of financial assets measured at amortized cost | (21,840) | (142,031) |
| Adjustments for: | Disposal of financial assets measured at amortized cost | - | 50,000 | ||
| Income and expense adjustments: | Proceeds from capital reduction of equity investments under equity method | 4,989 | 7,111 | ||
| Depreciation (including right-of-use assets) | 2,312,359 | 2,326,016 | Disposal of investments accounted for using the equity method | 17,362 | - |
| Amortization | 13,104 | 15,218 | Acquisition of property, plant and equipment | (2,698,691) | (3,157,365) |
| Expected credit losses | 3,520 | 7,562 | Disposal of property, plant and equipment | 44,733 | 30,005 |
| Interest expense | 9,831 | 6,964 | Acquisition of right-of-use asset | (107,691) | - |
| Interest revenue | (75,768) | (97,725) | Acquisition of intangible assets | (13,920) | (7,239) |
| Dividend income | (10,998) | (9,742) | Net cash (used in) investing activities | (2,775,058) | (3,219,519) |
| Share of (profit) loss of associates for using the equity method | (347,482) | (50,136) | |||
| (Gain) loss on disposal of property, plant and equipment | (16,916) | (4,970) | |||
| Loss on disposal of equity investments under equity method | (2,172) | - | Cash flows from financing activities: | ||
| Unrealized gross profit | 12,263 | 14,391 | Increase in short-term borrowings | 300,000 | - |
| Realized gross profit | (14,391) | (9,189) | Borrow in long-term borrowings | - | 90,000 |
| Changes in operating assets and liabilities: | Reimburse long-term borrowings | (399,076) | (387,352) | ||
| Notes receivables, net | (2,227) | 7,941 | Reimburse lease principal | (18,986) | (18,782) |
| Trade receivables, net | (1,616,908) | (367,058) | Cash dividends | (3,134,828) | (2,365,908) |
| Trade receivables-related parties, net | (4,917) | 19,442 | Interest paid | (863) | (4,760) |
| Other receivables | 27,962 | 13,033 | Net cash (used in) financing activities | (3,253,753) | (2,686,802) |
| Inventories | (68,724) | (280,946) | |||
| Other current assets | 12,132 | 1 | Net (decrease) increase in cash and cash equivalents | (2,272,659) | 393,225 |
| Other non-current assets | 5,801 | (2,525) | Cash and cash equivalents at the beginning of period | 3,490,213 | 3,096,988 |
| Notes payables | (449) | (3,529) | Cash and cash equivalents at the end of period | $1,217,554 | $3,490,213 |
| Trade payables | (162,197) | 111,494 | |||
| Trade payables-related parties | (4,042) | 1,850 | |||
| Other payables | (30,317) | 152,965 | |||
| Other current liabilities | 34,301 | 9,537 | |||
| Accrued pension liabilities | 36,309 | (4,469) | |||
| Other non-current liabilities | (12,191) | 2,823 | |||
| Cash generated from operations | 4,754,589 | 7,278,389 | |||
| Interest received | 78,799 | 98,738 | |||
| Dividend received | 20,198 | 137,079 | |||
| Income tax paid | (1,097,434) | (1,214,660) | |||
| Net cash provided by operating activities | 3,756,152 | 6,299,546 |
(The accompanying notes are an integral part of the consolidated financial statements.)
Attachment 5.
List of Director Candidates
| No. | Name | Shares Held | Main Educational Background | Main Experience | Type of Candidate |
|---|---|---|---|---|---|
| 1 | Yeong-Maw Wu | 38,006,787 | Department of Engineering Management, Kun Shan Technical College | President of TONG YANG | |
| Vice Chairman of TONG YANG | |||||
| Chairman of TONG YANG | |||||
| Director of Ru Yang | |||||
| Chairman of Ding Chung Industry Co., Ltd. | |||||
| Director of Cayman Tong Yang | |||||
| Director of HOW BOND | Director | ||||
| 2 | Yung-Feng Wu | 36,677,497 | Jianye Junior High School | Chairman of TONG YANG | |
| Directo of TONG YANG | |||||
| Chairman of Ru Yang | |||||
| Director of Ding Chung Industry Co., Ltd. | |||||
| Director of C&D CAPITAL II | Director | ||||
| 3 | Yung-Hsiang Wu | 33,903,930 | Bachelor in Engineering, Department of Chemical engineering, Chung Yuan Christian University | Vice President of TONG YANG | |
| President of TONG YANG | |||||
| Directo of TONG YANG | |||||
| Director of Ding Chung Industry Co., Ltd. | |||||
| Director of Chang Chun Faway Tong Yang | |||||
| Chairman of Foshan Tong Yang | |||||
| Director of Cayman Tong Yang | Director | ||||
| 4 | Huang San-Liang | 2,000 | Bachelor in Accounting, National Cheng Kung University | Accounting Manager, Tong Yang Industry Co., Ltd. | |
| Associate Vice President, TKY Management Headquarters | |||||
| Assistant Vice President, IR Project Team, Tong Yang Industry Co., Ltd. | |||||
| Director of C&D CAPITAL II | Director | ||||
| 5 | Shu-Chen Wu | 0 | Department of English, National Normal University | Vice President, TKY | Independent Director |
| 6 | Chen Ling-Chu | 0 | Department of Computer Science, Ming Chuan University | Assistant Vice President, Supply Division, Tong Yang Industry Co., Ltd. | Independent Director |
| No. | Name | Shares Held | Main Educational Background | Main Experience | Type of Candidate |
|---|---|---|---|---|---|
| 7 | Hung Hsiao-Ping | 0 | Bachelor in Accounting, National Cheng Kung University | Audit Department, Ernst & Young Global Limited | |
| Committee Member, Southern Region Office Committee, CPA Association | |||||
| Certified Public Accountant, Ping Heng CPAs | |||||
| Deputy Chairperson, Southern Region Office Committee, CPA Association | |||||
| Director, Tainan Tax Agents Association | |||||
| Independent Director and Member of the Audit Committee and Remuneration Committee, Geneferm Biotechnology Co., Ltd. | |||||
| Independent Director and Member of the Audit Committee and Remuneration Committee, HTC & SOLAR TECH SERVICE LIMITED | |||||
| Honorary CPA, Small and Medium Enterprise and Startup Administration, Ministry of Economic Affairs | |||||
| Financial Consultant, Workforce Development Agency, Ministry of Labor (Yunlin–Chiayi–Tainan Branch) | Independent Director |
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Attachment 6.
TONG YANG INDUSTRY CO., LTD.
Directors concurrently holding positions in other companies
| Name of Director | Status of concurrent positions |
|---|---|
| Yeong-Maw Wu | Director of RU YANG CO., LTD. |
| Yung-Feng Wu | Chairman of RU YANG CO., LTD. |
| Yung-Hsiang Wu | Director of Changchun Faway Tongyang Automobile Plastic Components Co.,Ltd. |
Appendix 1.
Rules and Procedures of the Shareholders' Meeting of TONG YANG INDUSTRY CO., LTD.
Article 1: Unless otherwise required by the laws and regulations, the shareholders' meeting of TONG YANG INDUSTRY CO., LTD. (the "Company") shall be conducted in accordance with the Rules and Procedures of the Shareholders' Meeting (the "Rules").
Article 2: The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. Attendance at shareholders' meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 3: The participation and voting by shareholders shall be duly calculated based on the number of shares they hold.
Article 4: The shareholders' meeting shall be held at the place where the Company is located or at any other place convenient for the shareholders to attend and appropriate to convene such meeting, and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.. When the Company proceeds a shareholders' meeting via visual communication network, it is not limited by the location of the meeting in the preceding paragraph. When the Company convenes a shareholders' meeting, vote via electronic means shall be included as one of the channels for shareholders exercising their voting rights, and the method thereof shall be specified in the notice of the shareholders' meeting. A shareholder who exercises his/her voting rights at a shareholders meeting by electronic means shall be deemed to have attended the shareholders' meeting in person, but to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting.
Article 5: If a shareholders' meeting is convened by the Board of Directors, the Chairman of said meeting shall be the chair. If Chairman is absent from office or is unable to exercise his or her duties for any reason, the Vice Chairman shall act as his or her proxy. If there is no Vice Chairman or if the Vice Chairman is also absent from office or is unable to exercise his or her duties for any reason, the Chairman shall designate one of Managing Directors to act as his or her proxy. If there is no Managing Director, a Director shall be appointed to act as proxy. If the Chairman does not designate a proxy, the Managing Directors or Directors shall select from among themselves one person to preside said meeting. If the shareholders' meeting is convened by a person with the authority to convene other than the Board of Directors, such person shall act as the chair at that meeting.
Article 6: Attorneys at law, CPAs or relevant personnel commissioned by the Company may attend and observe the shareholders' meeting. Staff at the shareholders' meetings shall wear ID badges or arm badges.
Article 7: The Company shall perform audio or video recording of the entire process of a shareholders' meeting. The preceding recordings shall be retained for at least 1 year.
Article 8: The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. All shareholders shall be notified of the tentative resolution, and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend
39
the meeting online shall re-register with the Company two days prior to the date of the shareholders' meeting.
In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chair may bring the tentative resolution(s) so adopted into the shareholders' meeting anew to be duly resolved in accordance with Article 174 of the Company Act.
Article 9: The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall proceed in accordance with the scheduled agenda.
The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.
The chair is not entitled to declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of said shareholders' meeting.
Upon the adjournment of the meeting, the shareholders are not entitled to elect another chair to continue the meeting at the same place or another venue; however, if the prior chair violates the Rules and adjourns the meeting, another chair may be elected by a majority of the voting rights of the shareholders present to continue the meeting.
Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speech and those recorded on the slip, the contents of shareholder's speech shall prevail.
When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless permitted by the chair and such speaking shareholder; the chair shall stop any such violations.
40
Article 11: Unless otherwise permitted by the chair, a shareholder may only speak, up to two times, on a single proposal, each time no more than five minutes in length.
The chair may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in the two preceding paragraphs in the Article do not apply.
Article 12: In the event that a juristic (corporate) person is entrusted to participate in a shareholder meeting, that juristic (corporate) person may appoint only one representative to participate in the meeting.
In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholder meeting, only one representative may speak for the same proposal.
Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 14: Where the chair believes that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The voting results shall be announced immediately after vote counting has been completed, and recorded in writing.
Article 16: During the process of the meeting, the chair may announce a recess at an appropriate time.
Article 17: Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
41
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and elections immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 18: Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19: The chair may direct patrol personnel (or security personnel) to assist in maintaining the order of the meeting. Such patrol personnel (or security personnel) shall wear arm badges marked "Patrol Personnel" while assisting in maintaining the order of the meeting.
Article 20: Article 20: In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
Article 21: The Rules and any amendments hereof shall be put into enforcement after being resolved at the shareholder meeting.
42
Appendix 2.
Articles of Incorporation of TONG YANG INDUSTRY CO., LTD.
Chapter 1. General Principles
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act, and its name shall be 東陽實業廠股份有限公司 in the Chinese language, and TONG YANG INDUSTRY CO., LTD. in the English language.
Article 2: The scope of business of the Company shall be as follows:
I. Manufacture and sales of plastic products.
II. Manufacture and trade of various molds.
III. Manufacture and trade of electrical appliances, machinery, hardware, etc. (except regulatory products).
IV. Engagement in the import and export trade of the preceding products concerned.
V. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company shall have its head office in Tainan City, Taiwan, Republic of China, and, pursuant to a resolution adopted at the meeting of the Board of Directors, may set up, change, or close a branch office or plant within or outside the territory of the Republic of China when deemed necessary.
Article 4: The total amount of the Company's external reinvestments is not subject to 40% of the paid-in capital.
Chapter 2. Shareholding
Article 5: The total capital of the Company shall be in the amount of eight billion New Taiwan Dollars (NT$8,000,000,000), divided into eight hundred million (800,000,000) shares, with a par value of ten New Taiwan Dollars (NT$10) each to issue the shares in installments. The Board of Directors may be authorized to issue by batches according to business needs.
Article 6: The Company's share certificates shall be affixed with the signatures or personal seals of the Director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws.
Article 7: The Company may issue shares without certificates, but shall appoint a centralized securities depository enterprise to make recordation of the issue of such shares.
Article 8: The Company's shares shall be handled according to the "Regulations Governing the Administration of Shareholder Service of Public Companies" prescribed by the competent authority.
Article 9: Where a company processes a shareholder's application to issue replacement stocks due to splits and such split stocks do not exceed 1,000 shares, the Company may charge a handling fee at its discretion.
Chapter 3. Shareholders' Meeting
Article 10: There are two types of shareholders' meeting: regular meeting and special meeting. The regular meeting is held once a year within six months after the end of each fiscal year, and the Board of Directors shall notify all shareholders 30 days in advance. Special meetings shall be convened in accordance with the law when necessary, and shareholders shall be notified 15 days in advance.
When the Company's shareholders' meeting is held, it may be proceeded via visual communication network or other methods announced by the central competent authority.
Article 11: When a shareholder is unable to attend the shareholders' meeting for some reason, he/she/it may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney issued by the Company, specifying the scope of authorization. The rules of attendance
44
by shareholder appointing proxies shall be handled in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority, unless otherwise stipulated by the Company Act.
Article 12: The shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. However, in the Chairman's absence or unavailability, the Vice Chairman shall chair the meeting on his/her behalf; in the event that the Vice Chairman is absent or unavailable as well, the Chairman shall, in advance, appoint a Director to act as his/her proxy, but in the event that the Chairman fails to do so, one Director shall be elected from among themselves to chair said meeting. If a shareholders' meeting is convened by an eligible person other than the Board of Directors, said person shall preside over said meeting, and if there are two or more persons eligible to do so, one shall be elected from among themselves to preside over said meeting.
Article 13: Except in the circumstances otherwise provided for in the Act, a shareholder of the Company shall have one voting power in respect of each share in his/her/its possession.
Article 14: Unless otherwise provided in the Company Act, resolutions at shareholders' meetings shall be made with the consent of a majority of the shareholders present, representing a majority of the total number of outstanding shares. The voting power at a shareholders' meeting may be exercised through electronic means. Attendance via electronic means is deemed to be attended in person. Related matters shall be handled subject to the relevant laws and regulations.
Article 15: Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy
45
distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the foregoing minutes shall be governed by the provisions of the Company Act.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Chapter 4. Board of Directors and Audit Committee
Article 16: The Company shall have seven Directors elected by the shareholders' meeting from a list of Director candidates with behavioral capacity, the election of which shall adopt a candidates nomination system in accordance with the Company Act. The shareholders shall elect from the list of candidates for election as Directors, and each Director holds office for three years, and is eligible to be re-elected to serve consecutive terms. The Company may remunerate its Directors for the performance of their duties, regardless of the Company's profit or loss, in accordance with the degrees of participation and values of their contribution to the Company's operations, as determined by a meeting of the Board of Directors with reference to the usual standards in the industry. If the Company operates at a profit, the remuneration shall be distributed in accordance with Article 26 herein. The total
46
number of registered shares held by all Directors shall be specified in accordance with the standard set by the competent authority.
Article 16-1: Three Independent Directors shall be included in the number of Directors in the preceding paragraph. The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the Independent Directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority.
Article 16-2: The Company shall have an Audit Committee consisting of all Independent Directors. The exercise of the functional authorities and related matters of the Audit Committee and its members shall be handled in accordance with the relevant provision of the Securities and Exchange Act.
Article 17: If vacancies in the Board of Directors reaches one-third of Director seats, the Board of Directors shall convene a special meeting of shareholders within 60 days to elect new Directors for the remaining term of office to be fulfilled.
Article 18: The Directors shall constitute the Board of Directors, where there shall have a Chairman and may have a Vice Chairman thereof. The Chairman and Vice Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors, and shall execute all matters of the Company in accordance with applicable laws, regulations, the Articles of Incorporation, and resolutions adopted at shareholders' meeting and by the Board of Directors.
Article 19: All business and operating policies and significant events of the Company to be executed shall be resolved by the Board of Directors.
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Article 20: The Board of Directors' meetings shall be convened by the Chairman. The notices to the Board of Directors meeting may be served in writing or by means of facsimile or e-mail. The Chairman shall preside over the Board of Directors' meetings. If the Chairman is absent from office or unable to exercise his or her duties for any reason, the Vice Chairman shall act as his/her proxy. If the Vice Chairman is also absent from office or unable to exercise his or her duties for any reason, the Chairman shall designate a Director to act as his/her proxy, but If the Chairman fails to appoint a proxy, the Directors shall elect one of them from among themselves to act as proxy. When the Board of Directors meets by video conference, a Director who participates in a meeting by video is deemed to be present in person. Where a Director is unable to attend a Board of Directors' meeting for any reason, said Director may issue a proxy letter, stating therein the scope of authority with reference to the matters for convening the meeting, and appoint another Director to serve as his or her proxy. However, a proxy may only accept the appointment of one Director only. Except as otherwise provided by the Company Act, resolutions of the Board of Directors shall be adopted by at least a majority of the Directors present at a meeting attended by at least a majority of the Directors.
Article 21: The proceedings and resolutions of the Board of Directors shall be recorded into meeting minutes, signed and sealed by the chair. A copy of the meeting minutes shall be distributed to all Directors within 20 days after the meeting. A record of the proceedings and the results thereof in the meeting minutes shall be kept at the Company, together with an attendance book bearing the signatures of the Directors present and the proxy letters for attendance.
Article 22: (Deleted)
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Article 23: The Directors' traveling expenses shall be specified by the Board of Directors' meeting.
The Company may purchase liability insurances for the Directors of Board to protect them against potential liabilities arising from exercising their duties within their executive business scopes in accordance with the laws.
Chapter 5. Managerial Officers and Staff
Article 24: The Company may have certain managerial officers, whose appointment, dismissal and remuneration shall be in accordance with Article 29 of the Company Act.
Chapter 6. Accounting
Article 25: Upon closing of each fiscal year, the Board of Directors shall prepare the following forms and documents and submit them to the shareholders' meeting for adoption in accordance with the statutory procedures.
(I) Business report
(II) Financial statements
(III) Proposals for profit distribution and loss offset
Article 26: If the annual profit of the Company reaches NT$500 million (or more), the Company shall set aside NT$5 million for employee compensation (of which 97% shall be allocated to grassroots employees), and NT$15 million for director remuneration. If the Company's annual profit does not reach $500 million, the employee compensation is based on 1% of the profit (of which 97% shall be allocated to grassroots employees) and the director remuneration is not more than 3% of the profit. However, if the Company still has accumulated losses, the amount for offsetting the losses shall be retained in advance, and then the employee compensation and director remuneration shall be provided in accordance with the foregoing provisions.
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If the Company has any profits after its annual final accounts, besides completing tax contributions in accordance with the law and offsetting
prior years' deficits, the Company shall first set aside 10% of the remaining balance as
legal reserve (except when the legal reserve has reached the amount of paid-in capital), and if there are still any profits after setting aside or reversing the special reserve in accordance with the provisions of the law and regulations or the competent authority, the Company may distribute said profits together with the accumulated undistributed profits of previous years, on which the Board of Directors shall prepare a proposal for said distribution of profits. If said distribution of profits is proposed to be performed in the form of issuing new shares, said proposal shall be first submitted to the shareholders' meeting for adoption.
When the Company appropriates special surplus reserve according to the law, with respect to the cumulative amount of net increase in fair value of investment property from the preceding period and appropriation deficiency for net deduction in cumulative other equity from the preceding period, a special surplus reserve with an equivalent amount shall be appropriated from the cumulative undistributed earnings from the preceding period before earning distribution; when there is deficiency remains, allocate it from the amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period that are included in the undistributed earnings of the period.
With consent from the majority of attending Directors which represents more than two-thirds of all Directors, the Company may appropriate in part or in whole of dividends, bonuses, legal reserve or capital surplus to be distributed in the form of
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cash. In addition, the distribution proposal shall be submitted to the shareholders' meeting for adoption.
The Company may appropriate distributable retained earnings as shareholders' dividends, which shall be no less than 40% of the retained earnings of that current year, and cash dividends shall account for no less than 10% of the total shareholders' dividends.
Chapter 7. Supplementary Provisions
Article 27: The Company may act as a guarantor for parties external to the Company.
Article 28: (Deleted)
Article 29: Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Act and relevant laws and regulations.
Article 30: The Articles of Incorporation herein were first formulated on September 21, 1967. The 1st amendment was made on June 1, 1976. The 2nd amendment was made on June 20, 1976. The 3rd amendment was made on April 10, 1980. The 4th amendment was made on November 30, 1980. The 5th amendment was made on December 13, 1981. The 6th amendment was made on February 16, 1983. The 7th amendment was made on November 27, 1983. The 8th amendment was made on June 18, 1984. The 9th amendment was made on August 19, 1985. The 10th amendment was made on April 30, 1988. The 11th amendment was made on October 20, 1989. The 12th amendment was made on January 10, 1990. The 13th amendment was made on November 8, 1990. The 14th amendment was made on March 20, 1991. The 15th amendment was made on April 7, 1991. The 16th amendment was made on May 7, 1991. The 17th amendment was made on July 31, 1991. The 18th amendment was made on May 4, 1992.
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The 19th amendment was made on March 14, 1993. The 20th amendment was made on May 25, 1994. The 21st amendment was made on May 26, 1995. The 22nd amendment was made on June 7, 1996. The 23rd amendment was made on June 7, 1996. The 24th amendment was made on May 28, 1997. The 25th amendment was made on May 26, 1998. The 26th amendment was made on June 8, 1999. The 27th amendment was made on May 25, 2000. The 28th amendment was made on June 25, 2002. The 29th amendment was made on June 16, 2005. The 30th amendment was made on June 26, 2009. The 31st amendment was made on May 10, 2010. The 32nd amendment was made on June 27, 2012. The 33rd amendment was made on June 17, 2014. The 34th amendment was made on June 16, 2016. The 35th amendment was made on June 20, 2017. The 36th amendment was made on June 20, 2019. The 37th amendment was made on June 17, 2022. The 38th amendment was made on June 19, 2025.
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Appendix 3.
Rules for Director Elections of TONG YANG INDUSTRY CO., LTD.
Article 1: The director elections of the Company shall be handled in accordance with the provisions of these Rules.
Article 2: Except as otherwise provided in the Articles of Incorporation, each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately.
Article 3: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting.
Article 4: Before the election begins, the chair shall appoint a number of poll-watchers and tellers to perform the respective duties.
Article 5: For the director election, the ballot box set up by the Board of Directors shall be checked by the poll-watchers in public before voting.
Article 6: In the event that the candidate is a shareholder of Aurora, the voters voting for such candidate shall fill in the said candidate's account name and shareholder account number in the candidate column on the ballot. In the event that the candidate is not a shareholder of Aurora, the voters voting for such candidate shall fill in the said candidate's name and tax ID number in the candidate column on the ballot. In the event that
the candidate is a government or a corporate shareholder, the voters voting for such candidate shall fill in the name of the said government or corporate shareholder in the candidate column on the ballot, or the name of the said government or corporate shareholder together with the name of the said government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be filled in.
Article 7: A ballot is invalid under any of the following circumstances:
(I) Ballot papers stipulated in these rules have not been used.
(II) A blank ballot is placed in the ballot box.
(III) The handwriting is illegible or has been altered.
(IV) Where the candidate voted for is a shareholder of Aurora, such candidate's account name and shareholder account number filled in in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of Aurora, such candidate's name or ID number is verified to be incorrect.
(V) Any ballot with characters other than the candidate's account name (name) or shareholder account number (ID number) and the allocated number of voting rights.
(VI) The candidate's account name (name) or shareholder account number (ID number) is unfilled.
(VII) Two or more electees are filled in the same ballot paper.
Article 8: The Company's directors are elected by the shareholders' meeting from among the shareholders with disposing capacity. In addition, according to the results of ballot counting, those with the most number of votes represented by the ballots obtained shall be elected as directors according to the number of directors determined in accordance with the Articles of Incorporation of the Company. If two or more people obtain the same number of votes and exceed the prescribed number
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of directors, those who have the same number of votes are determined by drawing lots, and those not present are drawn by the chairman.
Article 9: The counting of votes is carried out on the spot after the vote is completed. The chairman announced the results of the counting of votes on the spot.
Article 10: Those who do not meet the provisions of paragraph 3 and paragraph 4, Article 26-3 of Securities and Exchange Act shall lose their validity in election.
Article 11: The elected directors shall be notified one by one by the Board of Directors of the Company.
Article 12: Matters not stipulated in these rules shall be handled in accordance with the Company Act, Articles of Incorporation of the Company, and relevant laws and regulations.
Article 13: The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix 4.
TONG YANG INDUSTRY CO., LTD.
Shareholding Status of All Directors of the Board
Record date: April 19, 2026
| Title | Name | Date elected | Number of shares held when being elected | Current shareholding | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Type | Number of shares | Shareholding ratio (%) | Type | Number of shares | Shareholding ratio (%) | ||||
| Chairman | Yeong-Maw Wu | 2023.06.19 | Common stock | 38,006,787 | 6.43% | Common stock | 38,006,787 | 6.43% | |
| Director | Yung-Feng Wu | 2023.06.19 | Common stock | 36,677,497 | 6.20% | Common stock | 36,677,497 | 6.20% | |
| Director | Yung-Hsiang Wu | 2023.06.19 | Common stock | 33,903,930 | 5.73% | Common stock | 33,903,930 | 5.73% | |
| Director | Chi-Pin Wang | 2023.06.19 | Common stock | 137,278 | 0.02% | Common stock | 137,278 | 0.02% | |
| Independent Director | Kan-Hsiung Lin | 2023.06.19 | Common stock | 0 | 0.00% | Common stock | 0 | 0.00% | |
| Independent Director | Ming-Tien Tsai | 2023.06.19 | Common stock | 0 | 0.00% | Common stock | 0 | 0.00% | |
| Independent Director | Yen-Ling Cheng | 2023.06.19 | Common stock | 0 | 0.00% | Common stock | 0 | 0.00% | |
| Total | 108,725,492 | 108,725,492 |
Total issued shares on June 19, 2023: 591,477,068 shares
Total issued shares on April 19, 2026: 591,477,068 shares
Note: The statutory number of shares held by all Directors of the Company is 18,927,266 shares, and as of April 19, 2026, 108,725,492 shares are held.
☑ The Company has an Audit Committee and therefore the requirement of statutory for the number of shares held by supervisors is not applicable.
☑ The shareholding of Independent Directors is not calculated in the shareholding of Directors.