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UNEEC — AGM Information 2026
May 12, 2026
52247_rns_2026-05-12_102a0d29-ef80-431a-8fbb-d7f658e1c8e1.pdf
AGM Information
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Stock code : 3013
uneec® CHENMING ELECTRONIC TECH. CORP.
2026 Annual General Meeting
Meeting Agenda Handbook
How to hold : Physical meeting
Date of meeting: June 12, 2026
Location: Grand Victoria Hotel (No.168, Jingye 4th Rd., Zhongshan Dist., Taipei City, Taiwan)
Table of Contents
One. Meeting Agenda...1
Two. Meeting Procedures
I. Announcement of the Commencement of the Meeting...2
II. The Chairperson's Remarks...2
III. Reporting Matters...2
IV. Recognition Matters...2
V. Discussion Matters...4
VI. Elections...5
VII. Other Motions...6
VIII. Extemporary Motions...6
IX. Meeting Adjourned...6
Three. Attachments
I. 2025 Business Report...7
II. Audit Committee's Review Report...9
III. Independent Auditors' Report and Financial Statements...10
Four. Appendix
I. Articles of Incorporation...27
II. Parliamentary Rules for Shareholders' Meetings...33
III. Regulations for Election of the Directors...38
IV. Directors' Shareholding...41
1
Chenming Electronic Technology Corporation
2026 General Shareholders’ Meeting Agenda
Time of meeting: 9:00 a.m, June 12, 2026
Location: Grand Victoria Hotel (No.168, Jingye 4th Rd., Zhongshan Dist., Taipei City, Taiwan)
One. Announcement of the Commencement of the Meeting.
Two. The Chairperson’s Remarks
Three. Reporting Matters:
I. 2025 Business Report
II. Audit Committee's review on 2025 financial statements
III. Distribution of remuneration to employees and directors.
Four. Recognition Matters:
I. 2025 business report and financial statements.
II. 2025 earnings distribution proposal.
Five. Discussion Matters:
Proposal of capital increase by issuance of new shares.
Six. Elections
Motion for the Election of Directors (including Independent Directors) of the Company
Seven. Other Motions:
Motion for Release of New Directors from the Non-Competition Restriction
Eight. Questions and Motions
Nine. Adjournment of the meeting
One. Announcement of the Commencement of the Meeting
Two. The Chairperson's Remarks
Three. Reporting Matters
Reporting Matter I (Proposed by the Board of Directors)
Subject: 2025 Business Report is submitted for review.
Explanation: Please refer to Attachment I for the Business Report (Page 7).
Reporting Matter II (Proposed by the Board of Directors)
Subject: Audit Committee's review report on the 2025 financial statements is presented for review.
Explanation: Please refer to Attachment II for Audit Committee's Review Report (Page 9).
Reporting Matter III (Proposed by the Board of Directors)
Subject: The proposal for distribution of remuneration to employees and directors is presented for review.
Explanation:
I. Pursuant to the Company's Articles of Incorporation, if Company records a profit in a year, an amount not less than 2% shall be appropriated as remuneration to employees and an amount no more than 2% shall be appropriated as remuneration to directors. Of the aforementioned employee remuneration amount, no less than 8% shall be allocated for distribution to entry-level employees.
II. In accordance with the aforementioned regulations, the Company will appropriate employee remuneration of NT$24 million (an amount within the aforementioned range, with an intended appropriation of 8% as remuneration for grassroots employees, amounting to NT$1.92 million) and Directors' remuneration of NT$2.7 million, both to be distributed in cash.
III. There is no difference between the recognized expense amounts and the estimated amounts for 2025.
Four. Recognition Matters
Recognition Matter I: (Proposed by the Board of Directors)
Subject: The 2025 business report and financial statements
Explanation:
I. The Company has completed preparation of parent company only and consolidated financial statements for 2025, and commissioned Michelle Wang, CPA and Yvette Chien, CPA of KPMG Taiwan to perform an audit and certify the same, and issue an independent auditor's report therefor.
II. For the statements referred to in the preceding paragraph, please refer to Attachment I and Attachment III of the Meeting Agenda Handbook for details (Page 7 and Page 10).
III. This motion has been reviewed by the Audit Committee and approved by the board of directors, and is hereby presented for recognition during shareholders' regular meeting.
IV. Please kindly recognize.
Resolution:
Recognition Matter II: (Proposed by the Board of Directors)
Subject: 2025 earnings distribution proposal
Explanation:
I. At the beginning of 2025, the Company's unappropriated retained earnings amounted to NT$1,085,463,456. Adding the after-tax net income of 827,009,774 for the current period, allocating a 10% legal reserve of NT$82,700,977, and reversing a special reserve of NT$10,642,118 in accordance with laws and regulations and the Company's Articles of Incorporation yield distributable earnings of NT$1,840,414,371. The Company proposes to distribute cash dividends of NT$82,055,572 and a capital increase from retained earnings of NT$82,055,580. Please refer to the Earnings Distribution Table for details.
II. It has been authorized by the Board of Directors to set the ex-dividend date and handle other matter accordingly once the cash dividend amounting to NT$82,055,572 is resolved at the shareholders' meeting. The dividend shall be distributed pro rata based on the shareholding shown in the roster of shareholders on the ex-dividend date. A cash dividend of NT$0.4 per share will be distributed, and the total cash dividends for a shareholder is rounded down to the nearest whole number. The fractional balance of dividends less than NT$ 1 will be summed up and recognized as other income of the Company.
III. In the event that the distribution ratio mentioned in preceding paragraph is subject to an adjustment due to any subsequent changes to the number of outstanding shares caused by conditions such as changes of laws, adjustments made by the competent authorities, conversion of corporate bonds to shares, or shares repurchase by the Company, the Board of Directors has authorized the Chairman to make such an adjustment.
IV. This motion has been reviewed by the Audit Committee and approved by the Board of Directors, and is hereby presented for recognition during the annual general meeting.
V. Please kindly recognize.
Resolution:
Chenming Electronic Technology Corporation
2025 Earnings Distribution Table
Unit: NT$
| Item | Amount |
|---|---|
| Beginning retained earnings | 1,085,463,456 |
| Add: Net profit after tax for current period | 827,009,774 |
| Less: Legal reserve | (82,700,977) |
| Add: Reversal of special reserve | 10,642,118 |
| Distributable earnings | 1,840,414,371 |
| Items of distribution | |
| Dividend to shareholders – Cash dividend | (82,055,572) |
| Shareholder dividends - stock dividends | (82,055,580) |
| Ending unappropriated earnings | 1,676,303,219 |
Note: 1. The 2025 earnings will be distributed first.
2. The cash dividend NT$0.4 per share was calculated based on the number of outstanding shares, totaling 205,138,930 shares on March 4, 2026.
Chairman: Lin Mu-Ho
Manager: Lo Chih-Chi
Chief Accountant: Chuang Chia-Ying
4
Five. Discussion Matters
Discussion Matters: (Proposed by the Board of Directors)
Subject: Proposal of capital increase by issuance of new shares.
Explanation:
I. To strengthen and maintain a sound financial and capital structure to respond to business growth demands, the Company proposes to appropriate shareholder bonuses of NT$82,055,580 from the 2025 distributable earnings for capitalization to issue 8,205,558 new shares with a par value of NT$10 per share.
II. The new shares issued in the preceding paragraph will be distributed as stock dividends free of charge to the shareholders listed on the shareholder register on the ex-right record date for the capital increase. Shareholders will receive 40 shares for every 1,000 shares held according to their shareholding proportions. For fractional shares less than one full share, shareholders may apply directly to the Company's stock agency to pool them into a full share within five days starting from the book closure date. For unpooled fractional shares or those remaining short of a full share after pooling, the Company will distribute cash rounded down to the nearest NT dollar in accordance with the provisions of Article 240 of the Company Act. Furthermore, the Chairman is authorized to contact specific persons to purchase them at the par value. The Company shall deliver the distributed shares via book-entry transfer. The cash equivalent of fractional shares less than one share allocated to shareholders shall be used to cover the operational costs of the book-entry distribution/delivery process.
III. The rights and obligations of the new shares issued in this capital increase are identical to the issued ordinary shares, and they will be issued in non-physical form.
IV. If subsequent changes in the Company's share capital affect the number of outstanding shares, thereby causing changes in the stock dividend distribution rate, it is proposed to authorize the Chairman to handle the matter with full authority in accordance with the Company Act or related legal regulations.
V. This proposal has been deliberated and approved by the Audit Committee and resolved by the Board of Directors. Upon approval by the Annual Shareholders' Meeting and the competent authority, it is proposed to authorize the Board of Directors to separately determine the record date for issuing new shares, the distribution date, and other related matters.
VI. If the issuance conditions and other related matters of this proposal are amended by the competent authority or require amendments to respond to the objective environment, it is proposed to request the Shareholders' Meeting to authorize the Board of Directors to handle them with full authority.
VII. Submitted for resolution.
Resolution:
Six. Elections
Elections: (Proposed by the Board of Directors)
Subject: Motion for the Election of Directors (including Independent Directors) of the Company
Explanation:
I. The term of the Company's current Directors expires on June 15, 2026. In accordance with Article 192-1 of the Company Act and the Company's Articles of Incorporation, the Company proposes to elect 7 Directors (including 3 independent Directors) at the Annual Shareholders' Meeting on June 12, 2026.
II. The new directors shall hold a three-year tenure of office starting from June 12, 2026 until June 11, 2029.
III. Pursuant to the Company's Articles of Incorporation, the directors (including independent directors) shall be elected in accordance with the candidate nomination system.
The name list of candidates for directors (including independent directors) have satisfactorily passed the Resolution by the Board of Directors as enumerated below:
| Category of Candidate | Name of Nominee | Number of shares held (shares) | Academic background | Work experience | Current position | Name of the represented government or juristic person | Already served as the independent directors for three terms consecutively/reason |
|---|---|---|---|---|---|---|---|
| Director | Lin Mu-Ho | 29,369,230 | MBA, Pacific Western University | Chenming Electronic Technology Corporation-Chairman of Board | Dongguan Chenming Electronics Co., Ltd.-Chairman of Board Chenming Electronic (Ningbo) Co.,Ltd.- Chairman of Board CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO., LTD.- Chairman of Board CHENMING ELECTRONIC TECHNOLOGY USA,INC.- Chairman of Board | None | Not applicable |
| Director | Lin Feng-Ran | 5,013,310 | Electronic Engineering, National Yunlin University of Science and Technology | Chenming Electronic Technology Corporation-Vice Chairman | Chenming Electronic Technology Corporation-Vice Chairman | None | Not applicable |
| Director | Lo Chih-Chi | 573,958 | Graduate Institute of Banking & Finance, Tamkang University | Chenming Electronic Technology Corporation-President | Chenming Electronic Technology Corporation-President | None | Not applicable |
| Director | Chen Hung-Chang | - | Department of Accounting and Statistics, Kuo-Chi Junior College of Commerce | De Jang Tax Account Office - President Executive Director, Taiwan Tax Account Quality Assurance Association Standing Supervisor, Kaohsiung Bookkeeper and Tax Return Filing Agents Association | De Jang Tax Account Office - President | None | Not applicable |
| Independent Director | Chou Liang-Cheng | - | Bachelor in Law, Fu Jen Catholic University | Presiding Attorney, Chia Hua Law Firm Attorney, Xin Fu International Law Firm Attorney, Root Law Office | Presiding Attorney, Chia Hua Law Firm Independent Director, Shih-Kuen Plastics Co., Ltd. Independent Director, Tons Lightology Inc. Independent Director, Koge Micro Tech Co., Ltd. Director, Addcn Technology Co., Ltd. | None | No |
| Independent Director | Chen Chien-Chun | - | Department of Finance, Southern Taiwan University of Science and Technology | Ju Cheng CPA Firm - CPA Wells Fargo Bank - Accounting and Administrative Dept.-Clerk | Ju Cheng CPA Firm - CPA | None | No |
| Independent Director | Lin Chung-Chin | - | Master's Degree, Institute of Finance, National Cheng Kang University | Certified Public Accountant, Sheen CPA Firm Audit Senior, Candor Taiwan CPAs | Certified Public Accountant, Sheen CPA Firm | None | No |
IV. Please hold election process as necessary.
Outcome of the election:
Seven. Other Motions
Other Motions: (Proposed by the Board of Directors)
Subject: Proposal to Release the New Directors from the Non-Competition Restriction Explanation:
I. As expressly provided for in Article 209 of the Company Act: A director who does anything for himself or herself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
II. For directors newly elected for the current session, it is proposed for the general Board meeting to Release the Prohibition on Directors from Participation in Competitive Business.
III. The competitive status of the Company's newly appointed directors is as follows:
| Director | Currently holding the position that is within the scope of the Company's business. |
|---|---|
| Lin Mu-Ho | Dongguan Chenming Electronics Co., Ltd.- Chairman of Board Chenming Electronic (Ningbo) Co.,Ltd.- Chairman of Board CHENMING ELECTRONIC TECHNOLOGY (THAILAND) CO., LTD.- Chairman of Board CHENMING ELECTRONIC TECHNOLOGY USA,INC.- Chairman of Board |
IV. Submitted for resolution.
Resolution:
Eight. Extemporary motions
Nine. Meeting Adjourned
Attachment I
Chenming Electronic Technology Corporation 2025 Business Report
The global economic environment in 2025 continued to be impacted by high-interest-rate policies, geopolitics, and supply chain adjustments. However, investment momentum related to artificial intelligence (AI), high-performance computing (HPC), and cloud data centers continued to rise, driving steady growth in demand for high-end servers and their key structural components.
The Company continuously cultivates the fields of server chassis, cabinets, and system structural components. With the rapid development of AI, HPC, and cloud data center applications, server systems are evolving toward high-density and high-power configurations. This drives cabinet products from traditional standardized designs to gradually shift toward high customization, system integration, and high value-added directions. To respond to the rapidly elevating energy consumption demands of AI GPUs and high-power computing chips, traditional air-cooling architectures gradually face heat dissipation bottlenecks under high-density deployments. Liquid cooling technology has become a crucial development direction for new-generation data centers and AI servers.
The Company proactively invested in the structural design and integration capability establishment of liquid-cooled cabinets in 2025. This belongs to highly customized and project-based order intakes, featuring relatively high technological thresholds and entry barriers. This helps the Company establish differentiated competitive advantages and elevate the long-term gross profit margin structure. The demand for high-power AI server cabinets is expected to continuously increase in the future. The Company will continue to deepen its liquid-cooled cabinet structural design, manufacturing precision, and mass production capabilities. The Company will also maintain a co-development model with key customers to deploy new-generation data center applications in advance.
Looking ahead to 2026, global AI applications continue to expand. Investments in high-power, high-density servers by cloud service providers and enterprise customers are expected to continue, driving growth in demand for high-end server structural components. Supply chain stability and technological capabilities will become the key factors for customers when choosing partners. In light of emerging trends such as AI, 5G, IoT applications, and cloud-based services, Chenming will be undergoing aggressive digital transformation as a means to increase revenues, asset size, and profits in shareholders' favor. The report on the operating status for 2025 and the operating prospects for 2026 is as follows:
Operating Status and R&D Achievements in 2025
The 2025 consolidated operating revenue, net was NT$10,554,728 thousand. The 2025 net profit was NT$827,010 thousand, with EPS of NT$4.03, growing by 11.02% from that of NT$3.63 in the previous year. The Company will uphold the ethical management policy to expand its business actively and ensure the ongoing business growth in the intensive industrial competition.
R&D outcomes
(1) Completed the 1U and 2U Intel Edge MHS server design.
(2) Completed the Intel DC-MHS MDNO TYPE-2 2U server design.
(3) Developed the iteration of immersion cooling equipment.
(4) Development of 50KW air-assisted liquid cooling cabinets/energy-saving cabinets.
(5) Development of water-to-air, water-to-water, and other liquid cooling heat dissipation products.
(6) Development of testing, validation, and cooling solutions for various heat transfer and heat dissipation methods.
2026 business outlook and R&D plans
As the AI industry matures, Chenming will apply its strong advantages in terms of resource integration and to explore further success in fields such as cloud server and data center, AI, and IoT. The Company will also take the initiative to adopt Industry 4.0 and smart production, using automated equipment and physical as well as virtual platforms to assist in the creation of highly efficient logistics and management systems for more rapid service delivery and cost saving. By incorporating smart manufacturing and new technologies, the Company strives to ensure the sustainability of its growth.
R&D plan
(1) Edge MHS Server extension design.
(2) Development of noise-reducing server racks.
(3) Development of dual-width server racks.
(4) Development of power racks and BBUs.
(5) Leak-proof system prototype design.
Given the world-wide adoption of new technologies such as smart manufacturing, smart factory, IoT, AI, big data, cloud computing, cybersecurity, and 5G, production and sale of consumer electronic parts and IT products still exhibit immense potentials in the future. The Company will continue to focus on the high-end server structural components market, centering on steady operations. The Company will strengthen technological and process capabilities to create long-term sustainable value for shareholders, customers, and employees.
By continuously improving the R&D, technology, quality and design ability to satisfy the trend for diversified products, sustain the steady and positive development for any competition from the industry in the future. We will endeavor for the sound corporate governance, implementation of corporate social responsibility and enhancement of shareholders' interests as a return of shareholders' supports and expectation.
Chairman: Lin Mu-Ho
General Manager: Lo Chih-Chi
Chief Accountant: Chuang Chia-Ying
Attachment II
Chenming Electronic Technology Corporation
Audit Committee's Review Report
We have reviewed the Company's 2025 business report, financial statements, and earnings distribution proposal prepared by the Board of Directors. The financial statements have been audited by CPA Wang, I-Wen and CPA Chien, Szu-Chuan. of KPMG Taiwan, to which the firm issued an independent auditor's report. The Audit Committee found no misstatement in the above business report, financial statements, or earnings distribution, and hereby issues its report as presented above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act.
For:
2026 Annual General Meeting
Audit Committee convener: Chen Chien-Chun
March 12, 2026
Attachment III
Independent Auditors Report
To the Board of Directors of CHENMING ELECTRONIC TECHNOLOGY CORP.:
Opinion
We have audited the consolidated financial statements of CHENMING ELECTRONIC TECHNOLOGY CORP. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.
Revenue cut-off
Please refer to Note 4(n) "Revenue Recognition" and Note 6(q) "Revenue from Customer Contract" for accounting policy related to revenue recognition and information on revenue disclosure, respectively.
Description of key audit matters:
The Group is principally engaged in the manufacturing, research and development, and sale of server cases and computer cases, and revenue is a significant component of the consolidated financial statements. Depending on the transaction terms agreed with customers, revenue recognition requires an assessment of whether control of the products has been transferred to the customer at a point in time in accordance with applicable accounting standards. Where control has not yet been transferred at the time revenue is recognized, there is a risk that revenue may be recognized inappropriately. Accordingly, the cut-off of revenue recognition is identified as a key audit matter.
Audit Procedure:
The principal audit procedures performed by the auditors in response to key audit matter included obtaining an understanding of the significant revenue streams, the scope of contracts, and the transaction terms, as well as testing the relevant controls over sales and collection processes. The auditors also selected samples from revenue details to perform substantive tests in order to verify that the performance obligations specified in the sales contracts have been satisfied. Based on the results of these procedures, the auditors evaluated whether the timing of revenue recognition and the amounts recognized by the Group were in compliance with relevant accounting standards and regulatory requirements.
Other Matter
CHENMING ELECTRONIC TECHNOLOGY CORP. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Supervisors) are responsible for overseeing the Group's financial reporting process.
11
12
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partners on the audit resulting in this independent auditors’ report are and .
KPMG
Taipei, Taiwan (Republic of China)
March 12, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance, and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP. AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets: | Current liabilities: | ||||||||||
| 1100 | Cash and cash equivalents (note (6)(a)) | $ 1,047,670 | 11 | 977,987 | 11 | 2130 | Current contract liabilities (note (6)(q)) | $ 6,555 | - | 3,147 | - |
| 1170 | Trade receivables, net (notes (6)(c) and (6)(q)) | 3,481,932 | 36 | 3,162,812 | 37 | 2170 | Trade payables | 2,900,943 | 30 | 2,885,583 | 34 |
| 1310 | Inventories, net (note (6)(d)) | 1,261,322 | 13 | 1,283,942 | 15 | 2200 | Other payables | 419,092 | 4 | 367,337 | 5 |
| 1476 | Other current financial assets (note (6)(l)) | 104,571 | 1 | 99,773 | 1 | 2230 | Current tax liabilities (note (6)(n)) | 252,121 | 3 | 178,860 | 2 |
| 1479 | Other current assets | 125,242 | 1 | 84,808 | 1 | 2280 | Current lease liabilities (note (6)(k)) | 1,049 | - | 2,163 | - |
| 6,020,737 | 62 | 5,609,322 | 65 | 2300 | Other current liabilities | 40,018 | - | 38,809 | - | ||
| Non-current assets: | 2322 | Long-term borrowings, current portion (note (6)(i)) | 57,843 | 1 | 34,523 | - | |||||
| 1510 | Non-current financial assets at fair value through profit or loss (notes (6)(b) and (6)(j)) | 700 | - | 1,950 | - | 3,677,621 | 38 | 3,510,422 | 41 | ||
| 1600 | Property, plant, and equipment (notes (6)(e) and (8)) | 2,909,697 | 30 | 2,524,090 | 29 | Non-current liabilities: | |||||
| 1755 | Right-of-use assets (note (6)(f)) | 159,732 | 2 | 170,276 | 2 | 2530 | Bonds payable (note (6)(j)) | 481,471 | 5 | 471,698 | 6 |
| 1760 | Investment property, net (notes (6)(g) and (8)) | 259,664 | 3 | 270,743 | 3 | 2540 | Long-term loans (note (6)(i)) | 146,035 | 2 | 203,877 | 2 |
| 1780 | Intangible assets | 13,388 | - | 9,386 | - | 2560 | Non-current tax liabilities (note (6)(n)) | 93,566 | 1 | 6,393 | - |
| 1840 | Deferred income tax assets | 1,880 | - | 1,309 | - | 2570 | Deferred income tax liabilities | 4,186 | - | 4,549 | - |
| 1980 | Other non-current financial assets (note (8)) | 12,559 | - | 4,322 | - | 2580 | Non-current lease liabilities (note (6)(k)) | 1,057 | - | 2,106 | - |
| 1990 | Other non-current assets | 255,388 | 3 | 84,215 | 1 | 2645 | Guarantee deposits (note (6)(l)) | 28,478 | - | 28,727 | - |
| 3,613,008 | 38 | 3,066,291 | 35 | 754,793 | 8 | 717,350 | 8 | ||||
| Total assets | $ 9,633,745 | 100 | 8,675,613 | 100 | Total liabilities | 4,432,414 | 46 | 4,227,772 | 49 | ||
| Equity attributable to owners of parent (notes (6)(j) and (6)(o)): | |||||||||||
| 3100 | Ordinary shares | 2,051,389 | 21 | 2,051,389 | 23 | ||||||
| 3200 | Capital surplus | 765,025 | 8 | 765,025 | 9 | ||||||
| 3300 | Retained earnings | 2,345,995 | 25 | 1,642,068 | 19 | ||||||
| 3410 | Exchange differences on translation of foreign financial statements | 38,922 | - | (10,641) | - | ||||||
| Total equity | 5,201,331 | 54 | 4,447,841 | 51 | |||||||
| Total liabilities and equity | $ 9,633,745 | 100 | 8,675,613 | 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP. AND SUBSIDIARIES
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue, net (note (6)(q)) | $ 10,554,728 | 100 | 9,409,586 | 100 |
| 5000 | Operating costs (notes (6)(d), (6)(m) and (12)) | 8,596,887 | 81 | 7,944,135 | 84 |
| 5900 | Gross profit from operations | 1,957,841 | 19 | 1,465,451 | 16 |
| 6000 | Operating expenses (notes (6)(e), (6)(f), (6)(g), (6)(m) and (12)): | ||||
| 6100 | Selling expenses | 222,435 | 2 | 221,318 | 2 |
| 6200 | Administrative expenses | 524,620 | 5 | 376,346 | 4 |
| 6300 | Research and development expenses | 91,271 | 1 | 64,910 | 1 |
| 838,326 | 8 | 662,574 | 7 | ||
| 6900 | Net operating income | 1,119,515 | 11 | 802,877 | 9 |
| 7000 | Non-operating income and expenses: | ||||
| 7050 | Finance costs, net (notes (6)(j) and (6)(k)) | (11,938) | - | (10,259) | - |
| 7100 | Interest income | 21,099 | - | 17,742 | - |
| 7110 | Rent revenue (notes (6)(l) and (7)) | 93,090 | 1 | 94,706 | 1 |
| 7190 | Other income (losses), net (notes (6)(j) and (6)(s)) | (62,311) | (1) | (23,945) | - |
| 7210 | Gains (losses) from disposal of intangible assets and property, plant and equipment, net (note (6)(e)) | (30,419) | - | (64,245) | (1) |
| 7230 | Foreign exchange gains (losses), net (note (6)(s)) | (54,864) | (1) | 99,581 | 1 |
| (45,343) | (1) | 113,580 | 1 | ||
| 7900 | Profit from continuing operations before tax | 1,074,172 | 10 | 916,457 | 10 |
| 7950 | Less: Income tax expenses (note (6)(n)) | 247,162 | 2 | 186,066 | 2 |
| Profit | 827,010 | 8 | 730,391 | 8 | |
| 8300 | Other comprehensive income (loss): | ||||
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 49,563 | - | 60,962 | 1 |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Total components of other comprehensive income (loss) that will be reclassified to profit or loss | 49,563 | - | 60,962 | 1 | |
| 8300 | Other comprehensive income (loss) | 49,563 | - | 60,962 | 1 |
| 8500 | Comprehensive income (loss) | $ 876,573 | 8 | 791,353 | 9 |
| Earnings per share (expressed in NTD) (note (6)(p)): | |||||
| 9750 | Basic earnings per share | $ | 4.03 | 3.63 | |
| 9850 | Diluted earnings per share | $ | 4.01 | 3.57 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance on January 1, 2024
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends on ordinary shares
Profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Issuance of convertible bonds
Conversion of convertible bonds
Balance on December 31, 2024
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve reversed
Cash dividends of ordinary share
Profit for the year ended December 31, 2025
Other comprehensive income (loss) for the year ended December 31, 2025
Total comprehensive income (loss) for the year ended December 31, 2025
Balance on December 31, 2025
| Ordinary shares | Capital surplus | Retained earnings | Other component of equity | ||||
|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Total equity | ||
| $ 1,959,350 | 380,656 | 324,527 | 50,468 | 615,056 | 990,051 | (71,603) | 3,258,454 |
| - | - | 25,314 | - | (25,314) | - | - | - |
| - | - | - | 21,135 | (21,135) | - | - | - |
| - | - | - | - | (78,374) | (78,374) | - | (78,374) |
| - | - | - | - | 730,391 | 730,391 | - | 730,391 |
| - | - | - | - | - | - | 60,962 | 60,962 |
| - | - | - | - | 730,391 | 730,391 | 60,962 | 791,353 |
| - | 96,877 | - | - | - | - | - | 96,877 |
| 92,039 | 287,492 | - | - | - | - | - | 379,531 |
| 2,051,389 | 765,025 | 349,841 | 71,603 | 1,220,624 | 1,642,068 | (10,641) | 4,447,841 |
| - | - | 73,039 | - | (73,039) | - | - | - |
| - | - | - | (60,962) | 60,962 | - | - | - |
| - | - | - | - | (123,083) | (123,083) | - | (123,083) |
| - | - | - | - | 827,010 | 827,010 | - | 827,010 |
| - | - | - | - | - | - | 49,563 | 49,563 |
| - | - | - | - | 827,010 | 827,010 | 49,563 | 876,573 |
| $ 2,051,389 | 765,025 | 422,880 | 10,641 | 1,912,474 | 2,345,995 | 38,922 | 5,201,331 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 1,074,172 | 916,457 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 192,993 | 182,611 |
| Amortization expense | 9,447 | 7,308 |
| Expected credit losses | 69,076 | 25,518 |
| Net losses on financial assets or liabilities at fair value through profit or loss | 1,250 | 709 |
| Interest expense | 11,938 | 10,259 |
| Interest income | (21,099) | (17,742) |
| Loss from disposal of intangible assets and property, plant and equipment, net | 30,419 | 64,245 |
| Total adjustments to reconcile profit | 294,024 | 272,908 |
| Changes in operating assets and liabilities: | ||
| Increase in trade receivables | (323,218) | (1,123,529) |
| Decrease (increase) in inventories | 85,517 | (385,259) |
| Increase in other current assets | (35,878) | (18,321) |
| Increase in other financial assets | (74,478) | (53,133) |
| Increase in contract liabilities | 3,408 | 97 |
| Increase in trade payables | 8,605 | 864,580 |
| Increase in other payables and other current liabilities | 55,753 | 64,591 |
| Total changes in operating assets and liabilities | (280,291) | (650,974) |
| Total adjustments | 13,733 | (378,066) |
| Cash inflow generated from operations | 1,087,905 | 538,391 |
| Interest received | 20,939 | 17,742 |
| Income taxes paid | (88,072) | (58,408) |
| Net cash flows from operating activities | 1,020,772 | 497,725 |
| Cash flows from (used in) investing activities: | ||
| Proceeds from disposal of financial assets at fair value through profit or loss | - | 1,019 |
| Acquisition of property, plant, and equipment | (605,002) | (543,011) |
| Decrease in refundable deposits | (8,237) | 1,183 |
| Acquisition of intangible assets | (10,661) | (9,562) |
| Increase in prepayments for land and equipment and others | (175,717) | (83,564) |
| Net cash flows used in investing activities | (799,617) | (633,935) |
| Cash flows from (used in) financing activities: | ||
| Decrease in short-term loans | - | (20,000) |
| Proceeds from issuance of convertible bonds | - | 564,718 |
| Proceeds from long-term loans | - | 280,400 |
| Repayments of long-term loans | (34,522) | (475,900) |
| Increase in guarantee deposits | (249) | 1,409 |
| Payment of lease liabilities | (2,163) | (2,460) |
| Distribution of cash dividends | (123,083) | (78,374) |
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
Interest paid
(2,203) (5,280)
Net cash flows (used in) from financing activities
(162,220) 264,513
Effect of exchange rate changes on cash and cash equivalents
10,748 24,985
Net increase in cash and cash equivalents
69,683 153,288
Cash and cash equivalents at beginning of period
977,987 824,699
Cash and cash equivalents at end of period
$ 1,047,670 977,987
18
Independent Auditors Report
To the Board of Directors of CHENMING ELECTRONIC TECHNOLOGY CORP.:
Opinion
We have audited the financial statements of CHENMING ELECTRONIC TECHNOLOGY CORP. ( “the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Please refer to Notes (4)(h), Note (4)(n), Note(6)(e), and Note (6)(r) for accounting policy on investments accounted for using equity method, revenue recognition, information on investments accounted for using equity method, and revenue, respectively.
Description of key audit matters:
The Company and its subsidiaries, Dongguan Chenming Electronics Co., Ltd. and Chenming Electronics (Ningbo) Co., Ltd., are engaged in the manufacturing, research and development, and sale of server cases and computer cases, and revenue is a significant component of the consolidated financial statements. Depending on the transaction terms agreed with customers, revenue recognition requires an assessment of whether control of the products has been transferred to the customer at a point in time in accordance with applicable accounting standards. Where control has not yet been transferred at the time revenue is recognized, there is a risk that revenue may be recognized inappropriately. Accordingly, the cut-off of revenue recognition is identified as a key audit matter.
19
Audit Procedures:
The principal audit procedures performed by the auditors in response to key audit matter included obtaining an understanding of the significant revenue streams, the scope of contracts, and the transaction terms, as well as testing the relevant controls over sales and collection processes. The auditors also selected samples from revenue details to perform substantive tests in order to verify that the performance obligations specified in the sales contracts have been satisfied. Based on the results of these procedures, the auditors evaluated whether the timing of revenue recognition and the amounts recognized by the Company and its subsidiaries were in compliance with relevant accounting standards and regulatory requirements.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Supervisors) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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 financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
20
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguard.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Wang, I-Wen and Chien, Szu-Chuan.
KPMG
Taipei, Taiwan (Republic of China)
March 12, 2026
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and financial statements, the Chinese version shall prevail.
(English Translation of Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents (note (6)(a)) | $ 672,112 | 8 | 410,524 | 6 |
| 1170 | Trade receivables, net (notes (6)(c) and (6)(r)) | 1,964,156 | 23 | 1,420,201 | 21 |
| 1310 | Inventories, net (note (6)(d)) | 367,754 | 4 | 89,716 | 1 |
| 1479 | Other current assets | 34,505 | - | 7,224 | - |
| 3,038,527 | 35 | 1,927,665 | 28 | ||
| Non-current assets: | |||||
| 1510 | Non-current financial assets at fair value through profit or loss (notes (6)(b) and (6)(k)) | 700 | - | 1,950 | - |
| 1550 | Investments accounted for using equity method, net (note (6)(e)) | 3,773,726 | 44 | 3,094,733 | 45 |
| 1600 | Property, plant, and equipment (notes (6)(f) and (8)) | 1,683,852 | 19 | 1,643,156 | 24 |
| 1755 | Right-of-use assets (note (6)(g)) | 275 | - | 933 | - |
| 1760 | Investment property, net (notes (6)(h) and (8)) | 169,715 | 2 | 170,754 | 3 |
| 1840 | Deferred income tax assets (note (6)(o)) | 1,880 | - | 1,309 | - |
| 1980 | Other non-current financial assets | 2,112 | - | 1,561 | - |
| 1990 | Other non-current assets | 4,117 | - | 4,995 | - |
| 5,636,377 | 65 | 4,919,391 | 72 | ||
| Total assets | $ 8,674,904 | 100 | 6,847,056 | 100 |
Liabilities and Equity
Current liabilities:
2170 Trade payables
2180 Trade payables to related parties (note (7))
2230 Current tax liabilities (note (6)(o))
2200 Other payables
2280 Current lease liabilities (note (6)(l))
2300 Other current liabilities
2320 Long-term loans, current portion (note (6)(j))
Non-Current liabilities:
2530 Bonds payable (note (6)(k))
2540 Long-term loans (note (6)(j))
2560 Non-current tax liabilities (note (6)(o))
2570 Deferred income tax liabilities (note (6)(o))
2580 Non-current lease liabilities (note (6)(l))
2645 Guarantee deposits
Total liabilities
Equity attributable to owners of parent (notes (6)(k) and (6)(p)):
3100 Ordinary shares
3200 Capital surplus
3300 Retained earnings
3410 Exchange differences on translation of foreign financial statements
Total equity
Total liabilities and equity
| December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Amount | % | Amount | % |
| 230,478 | 3 | 82,460 | 1 |
| 2,158,984 | 25 | 1,376,241 | 20 |
| 197,917 | 2 | 131,302 | 2 |
| 95,490 | 1 | 82,520 | 1 |
| 280 | - | 665 | - |
| 3,085 | - | 469 | - |
| 57,843 | 1 | 34,523 | 1 |
| 2,744,077 | 32 | 1,708,180 | 25 |
| 481,471 | 5 | 471,698 | 7 |
| 146,035 | 2 | 203,877 | 3 |
| 93,566 | 1 | 6,393 | - |
| 4,186 | - | 4,549 | - |
| - | - | 280 | - |
| 4,238 | - | 4,238 | - |
| 729,496 | 8 | 691,035 | 10 |
| 3,473,573 | 40 | 2,399,215 | 35 |
| 2,051,389 | 24 | 2,051,389 | 30 |
| 765,025 | 9 | 765,025 | 11 |
| 2,345,995 | 27 | 1,642,068 | 24 |
| 38,922 | - | (10,641) | - |
| 5,201,331 | 60 | 4,447,841 | 65 |
| $ 8,674,904 | 100 | 6,847,056 | 100 |
See accompanying notes to consolidated financial statements.
5
(English Translation of Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue, net (note (6)(r)) | $ 5,403,474 | 100 | 4,139,566 | 100 |
| 5000 | Operating costs (notes (6)(d), (6)(n), (7) and (12)) | 4,360,264 | 81 | 3,385,327 | 82 |
| 5900 | Gross profit from operations | 1,043,210 | 19 | 754,239 | 18 |
| 6000 | Operating expenses (notes (6)(n), (7) and (12)): | ||||
| 6100 | Selling expenses | 38,625 | 1 | 38,292 | 1 |
| 6200 | Administrative expenses | 115,891 | 2 | 101,762 | 2 |
| 6300 | Research and development expenses | 30,510 | - | 32,859 | 1 |
| 185,026 | 3 | 172,913 | 4 | ||
| 6900 | Net operating income | 858,184 | 16 | 581,326 | 14 |
| 7000 | Non-operating income and expenses: | ||||
| 7050 | Finance costs, net (notes (6)(k) and (6)(l)) | (11,876) | - | (10,105) | - |
| 7100 | Interest income | 9,896 | - | 3,362 | - |
| 7110 | Rent revenue (notes (6)(m) and (7)) | 12,077 | - | 12,069 | - |
| 7190 | Other income (losses), net (notes (6)(k) and (7)) | 1,467 | - | 1,907 | - |
| 7230 | Foreign exchange gains (losses), net (note (6)(t)) | (44,273) | (1) | 83,092 | 2 |
| 7070 | Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net | 195,208 | 4 | 196,953 | 5 |
| 162,499 | 3 | 287,278 | 7 | ||
| 7900 | Profit from continuing operations before tax | 1,020,683 | 19 | 868,604 | 21 |
| 7951 | Less: Income tax expenses (note (6)(o)) | 193,673 | 4 | 138,213 | 3 |
| Profit | 827,010 | 15 | 730,391 | 18 | |
| 8300 | Other comprehensive income: | ||||
| 8360 | Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 49,563 | 1 | 60,962 | 1 |
| 8399 | Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | 49,563 | 1 | 60,962 | 1 | |
| 8300 | Other comprehensive income (loss) | 49,563 | 1 | 60,962 | 1 |
| 8500 | Comprehensive income (loss) | $ 876,573 | 16 | 791,353 | 19 |
| Earnings per share (expressed in NTD) (note (6)(q)): | |||||
| 9750 | Basic earnings per share | $ | 4.03 | 3.63 | |
| 9850 | Diluted earnings per share | $ | 4.01 | 3.57 |
See accompanying notes to consolidated financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
Balance on January 1, 2024
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
Profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Issuance of convertible bonds
Conversion of convertible bonds
Balance on December 31, 2024
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve reversed
Cash dividends of ordinary share
Profit for the year ended December 31, 2025
Other comprehensive income (loss) for the year ended December 31, 2025
Total comprehensive income (loss) for the year ended December 31, 2025
Balance on December 31, 2025
| Ordinary shares | Capital surplus | Retained earnings | Other components of equity | ||||
|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Total retained earnings | Exchange differences on translation of foreign financial statements | Total equity | ||
| $ 1,959,350 | 380,656 | 324,527 | 50,468 | 615,056 | 990,051 | (71,603) | 3,258,454 |
| - | - | 25,314 | - | (25,314) | - | - | - |
| - | - | - | 21,135 | (21,135) | - | - | - |
| - | - | - | - | (78,374) | (78,374) | - | (78,374) |
| - | - | - | - | 730,391 | 730,391 | - | 730,391 |
| - | - | - | - | - | - | 60,962 | 60,962 |
| - | - | - | - | 730,391 | 730,391 | 60,962 | 791,353 |
| - | 96,877 | - | - | - | - | - | 96,877 |
| 92,039 | 287,492 | - | - | - | - | - | 379,531 |
| 2,051,389 | 765,025 | 349,841 | 71,603 | 1,220,624 | 1,642,068 | (10,641) | 4,447,841 |
| - | - | 73,039 | - | (73,039) | - | - | - |
| - | - | - | (60,962) | 60,962 | - | - | - |
| - | - | - | - | (123,083) | (123,083) | - | (123,083) |
| - | - | - | - | 827,010 | 827,010 | - | 827,010 |
| - | - | - | - | - | - | 49,563 | 49,563 |
| - | - | - | - | 827,010 | 827,010 | 49,563 | 876,573 |
| $ 2,051,389 | 765,025 | 422,880 | 10,641 | 1,912,474 | 2,345,995 | 38,922 | 5,201,331 |
See accompanying notes to consolidated financial statements.
(English Translation of Financial Statements Originally Issued in Chinese)
CHENMING ELECTRONIC TECHNOLOGY CORP.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 1,020,683 | 868,604 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 26,165 | 20,465 |
| Amortization expense | 3,870 | 2,032 |
| Expected credit gains | 132 | (1) |
| Net losses on financial assets or liabilities at fair value through profit or loss | 1,250 | 709 |
| Interest expense | 11,876 | 10,105 |
| Interest income | (9,896) | (3,362) |
| Share of profit of subsidiaries, associates and joint ventures accounted for using equity method | (195,208) | (196,953) |
| Total adjustments to reconcile profit (loss) | (161,811) | (167,005) |
| Changes in operating assets and liabilities: | ||
| Increase in trade receivables | (544,087) | (495,194) |
| Increase in inventories | (278,038) | (84,429) |
| Increase in other current assets | (27,121) | (5,420) |
| Increase in trade payables (including related parties) | 930,761 | 358,898 |
| Increase in other payables and other current liabilities | 15,183 | 20,191 |
| Other | 441 | 547 |
| Total changes in operating assets and liabilities | 97,139 | (205,407) |
| Total adjustments | (64,672) | (372,412) |
| Cash inflow generated from operations | 956,011 | 496,192 |
| Interest received | 9,736 | 3,362 |
| Income taxes paid | (40,819) | (49,018) |
| Net cash flows from operating activities | 924,928 | 450,536 |
| Cash flows from (used in) investing activities: | ||
| Proceeds from disposal of financial assets at fair value through profit or loss | - | 1,019 |
| Acquisition of investments accounted for using equity method | (434,222) | (379,200) |
| Acquisition of property, plant and equipment | (62,664) | (74,451) |
| Acquisition of intangible assets | (5,492) | (3,309) |
| Increase in prepayments for equipment and others | (551) | (2,791) |
| Net cash flows used in from investing activities | (502,929) | (458,732) |
| Cash flows from (used in) financing activities: | ||
| Decrease in short-term loans | - | (20,000) |
| Proceeds from issuance of convertible bonds | - | 564,718 |
| Proceeds from long-term loans | - | 280,400 |
| Repayments of long-term loans | (34,522) | (475,900) |
See accompanying notes to consolidated financial statements.
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| Payment of lease liabilities | (665) | (655) |
|---|---|---|
| Distribution in cash dividends | (123,083) | (78,374) |
| Interest paid | (2,141) | (5,126) |
| Net cash flows from (used in) financing activities | (160,411) | 265,063 |
| Net increase in cash and cash equivalents | 261,588 | 256,867 |
| Cash and cash equivalents at beginning of period | 410,524 | 153,657 |
| Cash and cash equivalents at end of period | $ 672,112 | 410,524 |
See accompanying notes to consolidated financial statements.
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Appendix I
Chenming Electronic Technology Corporation
Articles of Incorporation
Chapter One
Supplementary Provisions
Article 1: This Company is duly incorporated in accordance with the Company Act in the full name of Chenming Electronic Technology Corporation (hereinafter referred to as the "Company").
Article 2: The Company may engage in the following business activities:
- A variety of metallic machines, punching machines, steel molds, metallic electrical parts & components purchase, manufacturing, import and export, buy & sales.
- CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
- CC01060 Wired Communication Mechanical Equipment Manufacturing.
- CC01050 Data Storage Media Units Manufacturing.
- CC01070 Wireless Communication Mechanical Equipment Manufacturing.
- CC01080 Electronics Components Manufacturing.
- E605010 Computer Equipment Installation.
- F113070 Wholesale of Telecommunication Apparatus.
- F213060 Retail Sale of Telecommunication Apparatus.
- F601010 Intellectual Property Rights.
- I301010 Information Software Services.
- I301020 Data Processing Services.
- I301030 Electronic Information Supply Services.
- I501010 Product Designing.
- IE01010 Telecommunications Service Number Agencies.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company is entitled to render guarantee business externally.
Article 2-2: The Company is entitled to invest externally where the aggregate total of such outward investment may exceed 40% of the Company's paid-in capital.
Article 3: The Company is headquartered in Taipei City, Taiwan and may have branches set elsewhere at home and abroad as duly resolved by the Board of Directors.
Article 4: Public announcements of the Company shall be duly made according to
Article 28 of Company Act.
Chapter Two Shares
Article 5: The Company has aggregate total capital in an amount of NT$3 billion, divided into 300 million shares at Ten New Taiwan Dollars par value. The Board of Directors is bestowed with full power to issue the shares as necessary in installments.
Within the aforementioned total capital, NT$200 million is reserved, divided into 20 million shares with a par value of NT$10 per share, for the exercise of stock options through employee stock warrants, preferred shares with warrants, or corporate bonds with warrants. The recipients of employee stock warrants include employees of controlling or subsidiary companies who meet certain conditions.
When the Company issues new shares, employees eligible to subscribe to such shares include employees of controlling or subsidiary companies who meet certain conditions.
The recipients of restricted employee shares issued by the Company include employees of controlling or subsidiary companies who meet certain conditions.
The recipients of treasury shares repurchased by the Company for transfer include employees of controlling or subsidiary companies who meet certain conditions.
Article 5-1: Where the Company intends to issue employee stock option certificates at price of issue below the price of the Company’s common shares closed on the day of issue, a decision shall be duly resolved by two-thirds majority vote in the shareholders’ meeting which is attended by shareholders who account for a majority of the Company’s outstanding shares beforehand.
Where the Company intends to transfer shares to employees at a price below the average price in actual buyback, a decision shall be duly resolved by two-thirds majority vote in the latest shareholders’ meeting which is attended by shareholders who account for a majority of the Company’s outstanding shares beforehand.
Article 6: For the shares issued by the Company, the Company may be exempted from printing any share certificate for the shares issued but shall appoint a centralized securities custody enterprise to make recordation of the issue of such shares.
Article 7: The Company issues owner-registered shares only. Every share
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certificate shall be legally certified and issued with signatures of directors capable of representing the Company.
Article 8: Transfer of shares shall be discontinued within sixty (60) days prior to a shareholders' regular meeting, or within thirty (30) days prior to a special shareholders meeting, or within five (5) days prior to the base day scheduled to allocate dividend, bonus or other interests.
Chapter Three Shareholders' Meeting
Article 9: The shareholders' meeting of the Company is in two categories, i.e., shareholders' meeting and special shareholders meeting. The shareholders' regular meeting shall be duly convened by the board of directors once per annum within six months from closing of each fiscal year. A special shareholders meeting shall be duly convened according to law whenever necessary. The Company may convene shareholder meetings by way of video conference or using other methods announced by the central authority.
Article 10: A shareholder who is unavailable to attend a shareholders' meeting may duly issue a written proxy in the Company provided form, expressly bearing the scope of authorized powers to authorize a proxy to attend the meeting on his or her behalf.
Article 11: Each share held by a shareholder of the Company is entitled to one voting power except an event as set forth under Article 179 of the Company Act which is not entitled to voting power.
Article 12: Unless otherwise provided for in the Company Act, decisions in the shareholders' meeting shall be resolved by a majority vote in the meeting which is attended by shareholders who represent a majority of the total issued shares.
Chapter Four Directors and Audit Committee
Article 13: The Company's directors shall be elected by shareholders' meeting from candidates of disposing capacity subject to the nomination system pursuant to Article 192-1 of the Company Act, with a three-year tenure of office and eligible for reelection.
Article 13-1: Pursuant to Article 14-2 of Securities and Exchange Act, the Company has 7~9 directors, including at least two independent directors that make up no less than one-fifth of the Board. In election of directors, each share is entitled to the electing power
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equivalent to the number of directors to be elected. Such election power may be used in concentration to elect one candidate or be allocated to elect several candidates. The candidates who win more election powers shall be elected the directors. The independent directors and non-independent directors shall be elected in the same package and the numbers of elected ones shall be calculated respectively.
Article 13-2: The Company’s independent directors shall be duly elected in candidate nomination system. The Company’s shareholders who hold over 1% of the total outstanding shares and the board of directors may nominate the candidates for independent directors. The board of directors shall review and screen those nominees and then submit the qualified nominees to the shareholders’ meeting. The shareholders’ meeting shall elect independent directors out of those qualified candidates for independent directors.
The nominated candidates for independent directors shall be duly accepted and promulgated in accordance with Company Act, Securities and Exchange Act and laws and ordinances concerned.
Article 13-3: The Company shall establish the Audit Committee consisting of all independent directors who shall be no less than three persons in number, one of whom shall be the Committee convener, and at least one of whom shall have accounting or financial expertise.
Article 14: Board of Directors shall be organized by directors. By attendance of two-thirds majority of directors and by a majority vote of the attending directors, one chairman and one vice chairman shall be duly elected. The chairman shall represent the Company externally.
Article 15: During the chairman’s absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Act. The Board meeting shall be duly convened in accordance with Article 204 of the Company Act. The notices for a Board meeting may be served in writing, by e-mail or by FAX. Where a director commissions another director to attend a Board meeting, the proxies shall be duly handled in accordance with Article 205 of the Company Act.
Article 16: For the remuneration to all directors, the Board of Directors is authorized with full powers to fix it based on the normal level prevalent in horizontal trades. The amount of travel or transportation allowance to directors shall be duly resolved by the Board of Directors. The remuneration to directors for their performance of duty shall be granted disregarding whether the Company operates at a profit. The Company
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may acquire liability insurance for the directors to lower and disperse their potential risks of critical impairment to the Company and to shareholders in case of a fault in their exercise of their duties.
Chapter Five Managerial officers
Article 17: The Company has one general manager whom shall be duly appointed, discharged and paid in accordance with Article 29 of the Company Act.
Chapter Six Accounting
Article 18: Upon closing of each fiscal year of the Company, the Board of Directors shall work out: I. Business report; II. Financial statements and III. the motions for earnings distribution or compensation for deficit to be acknowledged by an annual general meeting pursuant to laws.
Article 19: Profit before tax and employee/director remuneration shall first be taken to offset previous losses. Any surplus remaining shall then be subject to employee remuneration of no less than 2%, and director remuneration of no more than 2%. Of the aforementioned employee remuneration amount, no less than 8% shall be allocated for distribution to entry-level employees.
The remuneration to employees and remuneration to directors may be distributed either in stocks or in cash at the percentages, which shall be resolved by a majority vote in the Board meeting which is attended by directors who account for two-thirds of the aggregate total of director seats. The percentages so resolved shall be reported to the shareholders' meeting.
The remuneration to employees may be distributed either in stocks or in cash and may be distributed to employees of subordinate company(ies) who satisfy the specified qualification requirements.
Article 19-1: Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws or the authority may require. The residual balance is then added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution.
The Company may distribute earnings through cash dividend or stock dividend given consideration of the Company's financial standing and business performance and such factors and shall be preferentially
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distributed in cash dividend. The cash dividend shall be at the ratio not below 10% of the aggregate total dividend to be distributed in the year.
Chapter Seven Supplementary Provisions
Article 20: Any matters inadequately provided for in these Articles of Incorporation shall be duly handled according to Company Act.
Article 21: The Articles of Incorporation were first enacted on June 4, 1976.
1st amendments hereto were made on July 20, 1976.
2nd amendments hereto were made on January 10, 1977.
3rd amendments hereto were made on June 26, 1982.
4th amendments hereto were made on July 12, 1985.
5th amendments hereto were made on April 6, 1987.
6th amendments hereto were made on October 8, 1992.
7th amendments hereto were made on October 28, 1997.
8th amendments hereto were made on January 7, 1998.
9th amendments hereto were made on June 30, 1998.
10th amendments hereto were made on June 20, 1999.
11th amendments hereto were made on May 24, 2000.
12th amendments hereto were made on May 16, 2001.
13th amendments hereto were made on May 20, 2002.
14th amendments hereto were made on March 10, 2003.
15th amendments hereto were made on June 6, 2003.
16th amendments hereto were made on June 11, 2004.
17th amendments hereto were made on June 10, 2005.
18th amendments hereto were made on June 15, 2007.
19th amendments hereto were made on June 13, 2008.
20th amendments hereto were made on June 10, 2009.
21st amendments hereto were made on June 9, 2010.
22nd amendments hereto were made on June 10, 2011.
23rd amendments hereto were made on June 17, 2016.
24th amendments hereto were made on June 13, 2018.
25th amendments hereto were made on June 14, 2019.
26th amendments hereto were made on June 12, 2020.
27th amendments hereto were made on June 17, 2022.
28th amendments hereto were made on June 13, 2025.
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Appendix II
Chenming Electronic Technology Corporation
Procedure Rules for Shareholders’ Meeting
I. Unless otherwise specified in laws or Articles of Incorporation, shareholders' meetings shall proceed according to the rules stated herein. The Company shall prepare an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before a shareholders' regular meeting, or 15 days before a special shareholders' meeting. At least 21 days before a shareholders' regular meeting or 15 days before a special shareholders' meeting, an electronic copy of the shareholders' meeting conference handbook and supplementary information shall be prepared and posted onto MOPS. Hard copies of the shareholders' meeting conference handbook and supplementary information also have to be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be made available at the Company's premises and at the share transfer agent, and distributed on-site during the shareholders' meeting.
The meeting advice and announcement shall include a detailed agenda. Advices can be served in electronic form with the recipient's consent. Election/dismissal of Directors, changes in the Articles of Incorporation, capital reduction, application of halting public offering, permission for the Directors to compete with the Company, capitalization of retained earnings, capitalization of capital reserves, dissolution/merging/splitting of the Company, or all items pertaining to Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or items pertaining to Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed as reasons to convene the meeting, with their essential contents specified, and shall not be raised as extempore motions. Where the reasons for convening the shareholders' meeting already specifies the election of all Directors and the date elected Directors take office, once the election is completed in the shareholders' meeting, the date the elected Directors take office may not be changed by extempore motions or other methods in the same meeting. Shareholders that own more than 1% of the Company's outstanding shares are entitled to propose motions for discussion in shareholders' regular meetings; each shareholder may only propose one motion; proposals above that limit will be excluded from discussion. The board of directors may disregard shareholder's proposal if the proposed motion exhibits any of the conditions described in Paragraph 4, Article 172-1 of The Company Act. Shareholders may submit proposed proposals to urge the Company to promote the public interest or fulfill its social responsibilities. The Procedures shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Act. Any proposal with more than one item may be excluded in the proposal.
The Company shall announce, before the book closure date of shareholders' regular meeting, the conditions, methods (written or electronic), places, and time within which shareholders' proposals are accepted. The acceptance period must not be less than ten days. Shareholders shall limit their proposed motions to 300 words only; proposals that exceed 300 words will not be accepted for
33
discussion. Shareholders who have successfully proposed their motions shall attend the shareholders' regular meeting in person or through proxy and participate in the discussion.
The Company shall notify each proposing shareholder the outcomes of their proposed motions before the date the meeting advice is sent. Meanwhile, motions that satisfy the conditions listed in this Article shall be included as part of the meeting advice. During the shareholder meeting, the board of directors shall explain the reasons why certain proposed motions are excluded from discussion.
II. An attendance log shall be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence.
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 number of shares registered on the video conferencing platform plus the number of shares whose voting rights are exercised by correspondence or electronically.
If a shareholders meeting is convened by way of video conference, shareholders who wish to attend by way of video conference shall register with the Company two days before the shareholders meeting.
If a shareholders' meeting is convened by video conference, the Company shall upload the agenda handbook, annual report and other relevant materials to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting, and keep the disclosure until the end of the meeting.
III. Attendance and votes in a shareholder meeting are calculated based on the number of shares represented.
IV. A shareholders' meeting shall be convened at a venue where the Company is located or a location appropriate for a shareholders' meeting to be convened. A shareholders' meeting shall be convened at a timeframe not earlier than 9:00 a.m. or later than 3:00 p.m.
When the Company convenes a video shareholders' meeting, it shall not be restricted by the place of the meeting mentioned in the preceding paragraph.
V. A shareholders' meeting shall be chaired by the chairman if convened by the board of directors. Where the chairman is on leave or unavailable to exercise his responsibilities and powers, the vice chairman shall act as the substitute. If there is no vice chairman or where the vice chairman is unavailable to exercise the responsibilities and powers as well, the chairman shall appoint one managing director to act as the substitute. Where the chairman does not appoint a managing director, a managing director or a director shall be elected from among themselves to act as the substitute.
Where a shareholders' meeting is convened by a convener beyond the board of directors, that shareholders' meeting shall be chaired by that convener.
VI. An Attorney-at-Law, a Certified Public Accountant or a person concerned commissioned by the Company may participate in a shareholders' meeting as a non-voting (guest) participant.
The staff taking charge of a shareholders' meeting shall wear identity certificates or armbands.
VII. The entire process of a shareholders' meeting shall be audio recorded or videotaped and such audio record or videotape shall be archived for one year minimum.
VIII. The chairperson should announce commencement of meeting as soon as it is
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due, and announce the number of shares represented in the meeting as well as the number of shares that are not entitled to voting rights.
However, if current attendees represent less than half of the Company's outstanding shares, the chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. 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 Paragraph 1, Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 2.
If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of The Company Act.
IX. Where a shareholders' meeting is convened by the board of directors, the agenda shall be fixed by the board of directors. The shareholders' meeting shall be duly handled in accordance with the scheduled agenda which shall not be changed unless duly resolved in the shareholders' meeting.
The provision set forth under the preceding Paragraph is applicable mutatis mutandis to shareholders' meeting which is convened by a person beyond the board of directors.
Unless duly resolved, the chairperson shall not declare adjournment of the meeting until the issues set in the agenda in the two preceding Paragraphs (including extraordinary motions) are concluded.
After a shareholders' meeting is Adjourned, the shareholders shall not elect another chairperson to continue the meeting at the same venue or a new venue. Where the chairperson proves in contravention of Procedure Rules for Shareholders' Meeting by declaring adjournment of the meeting unlawfully, nevertheless, a new chairperson may be elected by a majority vote of the present shareholders to continue the meeting.
X. A present shareholder shall fill out and submit the floor note, giving the gist of the speech, shareholder number (or code of the participation certificate) and name of account holder before he or she takes the floor. Then the chairperson may fix the order of floor.
A present shareholder who has submitted the floor note but does not takes the floor is deemed as having not taken the floor. Where a present shareholder speaks contents inconsistent with the contents shown on the floor note, the contents actually spoken shall prevail.
While a present shareholder takes the floor, other shareholder(s) shall not speak to interfere with the floor unless consented by the chairperson and the speaking shareholder. The chairperson shall stop the offender, if any.
XI. On the same issue, every shareholder shall not speak more than twice and shall not speak in excess of five (5) minutes in each floor. Where a shareholder
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violates the provision set forth under the preceding Paragraph or speaks beyond the scope of the subject issue, the chairperson may stop his or her speech.
XII. Where a juristic person is commissioned to participate in a shareholders' meeting as a proxy, that juristic person may assign only one person to participate in the shareholders' meeting.
A juristic person who assigns two or more representatives to participate in a shareholders' meeting may appoint only one person to take the floor on the same issue.
XIII. After a present shareholder completes the floor, the chairperson may answer the floor either in person or by assigning a person concerned to respond.
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 time when the chairperson declares the meeting open until the chairperson 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 Articles 10~12 do not apply.
XIV. Where an issue is found having been discussed enough up to the extent of resolution, the chairperson may announce discontinuance from discussion and put that issue to vote.
XV. For the voting process, the ballot scrutinizer and the tally clerk shall be appointed by the chairperson. The ballot scrutinizer shall, nevertheless, be appointed from among the shareholders. The outcome of the voting process shall be reported on-the-spot and put into the minutes.
XVI. During progress of the meeting, the chairperson may set an intermission as appropriate.
XVII. Unless otherwise provided for in the Company Act and the Articles of Incorporation, the decision of an issue shall be resolved by a majority vote in the meeting which is attended by shareholders who represent a majority of the total issued shares. During the voting process, an issue which proves to meet no objection in response to the inquiry by the chairperson is deemed duly passed in the validity same as an issue duly resolved through balloting process.
XVIII. Where a same issue is accompanied with an amendment or an alternate, the chairperson shall rule the voting order for the amendment or alternate in consolidation with the original bill. Where one bill among them is passed, other bill(s) is(are) deemed having been vetoed without a need for voting any more.
XIX. The chairperson may command picket personnel (or security guard(s)) to maintain the order of the meeting venue. The picket personnel (or security guard(s)) shall wear "picket personnel" armbands while serving the meeting site to maintain the order.
XX. In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election 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 chairperson has announced the meeting adjourned.
XXI. If the virtual meeting platform or participation in the virtual meeting, if any, is obstructed due to natural disasters, accidents or other force majeure events before the chairperson 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 next 5 days, in which case Article 182 of the Company Act shall not apply.
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XXII. The Rules shall be enforced upon approval by the shareholders’ meeting. The same shall apply where the Rules are amended.
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Appendix III
Chenming Electronic Technology Corporation Regulations Governing Elections of Directors
I. The election of the Company's directors shall adopt the open cumulative voting system. II. The election of the Company's directors (including independent directors) shall adopt the candidate nomination system. The candidates shall nominated in accordance with the candidate nomination system referred to in Article 192-1 of the Company Act.
II. In election of directors, unless otherwise prescribed in the Articles of Incorporation, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates.
The overall composition of the Board of Directors shall be taken into consideration in the election of the directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operation, business type, and development needs. It is advisable that the policy shall include, without being limited to, the following two (2) general standards:
- Basic Requirements and Values: gender, age, nationality and culture, etc.
- Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
All board members shall possess the knowledge, skills and characters needed to exercise their duties. The board as a whole shall possess the following capacity:
- Ability to make operating judgments;
- Ability to perform accounting and financial analysis;
- Ability to conduct management administration;
- Ability to manage crises;
- Industrial knowledge;
- A global market view;
- Leadership;
- Ability to make decisions.
More than half of the Company's board members shall consist of persons who are neither a spouse nor a second-degree relative or closer to any director.
The Company's Board of Directors shall consider adjusting the composition of the Board members based on the performance appraisal results.
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III. The Board of Directors shall work out election ballots in the number equivalent to the numbers of directors to be elected and shall fill out the weight numbers thereupon and distribute them to the present shareholders.
IV. Before start of the election process, the chairperson shall appoint certain numbers of scrutinizer(s) and tally clerk(s) to exercise the duties concerned.
V. For election of directors, the Board of Directors shall prepare the ballot boxes which shall be opened and verified by scrutinizer(s) in public before balloting process.
VI. Where a candidate holds status as a shareholder, the electors shall fill out the shareholder’s ID name and shareholder number in the box. Where a candidate is not a shareholder, the electors shall fill out the name and Identity Certificate Number of the candidate. Where a candidate is a government or juristic person shareholder, the box of account name on the election ballot shall be filled out with the name of government or juristic person or the name of representative of the government or juristic person. Where there are several representatives, the additional name(s) of the representative(s) may be filled out, respectively.
VII. The election ballots of directors shall be cast for independent directors and non-independent directors in consolidation and shall be elected, respectively.
VIII. An election ballot is null and void if meeting any among those enumerated below:
(I) Not as an election ballot stipulated under these Regulations.
(II) Where a blank election ballot is put into the ballot box.
(III) Where the election ballot bears illegible wording or has been tampered with.
(IV) Where the shareholder account name, shareholder number is found inconsistent with the entries in the shareholders register if the candidate is a shareholder; or where the name and Identity Certificate Number are found non-conforming through verification if the candidate is not a shareholder.
(V) Where the ballot is found containing wording other than the candidate’s account name (name) or shareholder account number, name of the shareholder (Identity Certificate Number) and the distributed weight number.
(VI) Where the candidate’s account name (name) or shareholder account number is found absent on the election ballot.
(VII) Where the same election ballot is named two or more candidates.
IX. The Company’s directors shall be elected by the shareholders’ meeting from candidates with disposing capacity. Based on the quota specified under the Articles of Incorporation and the statistical outcome of election ballots, the candidates who win more votes shall be elected as independent directors and
39
non-independent directors, respectively. Where two or more candidates win the same election weighted number but go beyond the specified quota, those candidates who win the same weighted number shall draw lot to decide the final winner. The chairperson shall draw lots on behalf of an absent candidate.
A candidate who is elected as a director simultaneously according to Paragraph I shall choose to serve as the director at his or her discretion. Where an elected director is checked and found inconsistent with his/her personal information or the election is found invalid pursuant to related laws and regulations, a candidate winning the second highest votes in the same election process shall be announced to fill the vacancy at the given shareholders' meeting.
X. Independent directors are subject to the eligibility criteria outlined in Articles 2, 3 and 4 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
Election of independent directors is subject to comply with Articles 5, 6, 7, 8 and 9 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," and Article 24 of "Corporate Governance Best-Practice Principles for TWSE/TPEX-Listed Companies."
XI. The ballot box shall be opened in public upon completion of the balloting process. The outcome of ballot opening shall be announced by the chairperson on-the-spot.
XII. The winning in an election is null and void if found inconsistent with the requirements set forth under Paragraphs 3, 4 of Article 26 of Securities and Exchange Act.
XIII. The Company's Board of Directors shall issue election notices to the elected directors.
XIV. Any matters not adequately provided for in these Regulations shall be subject to handling in accordance with the Company Act, Articles of Incorporation and laws and ordinances concerned.
XV. These Regulations shall be put into enforcement after being passed in the shareholders' meeting. This same provision is applicable mutatis mutandis to an event of amendment.
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Appendix IV
Chenming Electronic Technology Corporation Directors' Shareholding
Record date: April 14, 2026
| Title | Name | Date when elected | Number of shares held when elected | Number of shares held currently | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Type of share | Number of shares | Percentage to total outstanding shares (%) | Type of share | Number of shares | Percentage to total outstanding shares (%) | ||||
| Chairman | Lin Mu-Ho | June 16, 2023 | Common shares | 30,000,230 | 15.31% | Common shares | 29,369,230 | 14.32% | None |
| Vice-Chairman | Lin Feng-Ran | June 16, 2023 | Common shares | 6,612,310 | 3.37% | Common shares | 5,013,310 | 2.44% | None |
| Director | Chen Hsiao-Chun | June 16, 2023 | Common shares | 259,456 | 0.13% | Common shares | 155,456 | 0.08% | None |
| Director | Lo Chih-Chi | June 16, 2023 | Common shares | 573,958 | 0.29% | Common shares | 573,958 | 0.28% | None |
| Independent Director | Chou Liang-Cheng | June 16, 2023 | Common shares | 0 | 0.00% | Common shares | 0 | 0.00% | None |
| Independent Director | Chen Hung-Chang | June 16, 2023 | Common shares | 0 | 0.00% | Common shares | 0 | 0.00% | None |
| Independent Director | Chen Chien-Chun | June 16, 2023 | Common shares | 0 | 0.00% | Common shares | 0 | 0.00% | None |
| Total | 37,445,954 | 35,111,954 |
Total outstanding shares as at June 16, 2023: 195,935,018 shares
Total outstanding shares as at April 14, 2026: 205,138,930 shares
Note: Minimum required shareholdings across all directors: 12,000,000 shares; shareholdings as at April 14, 2026: 35,111,954 shares
Shares held by independent directors do not count toward director's shareholding.
The Company has assembled an Audit Committee, therefore supervisors' minimum shareholding requirements do not apply here.