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UPC — AGM Information 2026
Apr 24, 2026
51771_rns_2026-04-24_d48e5050-6af5-47fb-9fd9-55ec0530188f.pdf
AGM Information
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Stock Code: 1313
UPC Technology Corporation 2026 Annual General Shareholders' Meeting
Handbook
The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.
May 26, 2026
1
Table of Contents
Page
Meeting Agenda ... 2
Reporting Items ... 3
Ratification Topics ... 5
Extraordinary Motion ... 7
Attachment
Attachment 1: Business Report ... 8
Attachment 2: Audit Committee Audit Report ... 11
Attachment 3: Financial Statements ... 12
Appendix
Appendix 1: Rules of Procedure for Shareholders' Meetings ... 33
Appendix 2: Articles of Incorporation ... 47
Appendix 3: Shareholding of Directors ... 58
2
Agenda for the 2026 Annual General Meeting of UPC Technology Corporation
Time: 9:00 a.m., May 26, 2026 (Tuesday)
Venue: 1F, No. 209, Section 1, Nangang Road, Nangang District, Taipei City
Convening method: Video-assisted shareholders' meeting (the meeting will be held in conjunction with a physical shareholders' meeting, but with video conferencing support).
Video Conferencing Platform: Taiwan Depository and Clearing Corp. (TDCC) Shareholders' Meeting Video Conferencing Platform (Website: https://stockservices.tdcc.com.tw)
I. Chair's Opening Remarks
II. Reporting Items:
(I) 2025 Business Report
(II) Audit report by the Audit Committee.
(III) Report on the Status of 2024 Cash Distribution from Capital Surplus.
(IV) Report on the Proposed 2025 Cash Distribution from Capital Surplus.
III. Ratification Topics:
(I) Adoption of the 2025 Business Report and Financial Statements.
(II) Adoption of the 2025 Loss Offsetting Proposal.
IV. Extraordinary Motion
V. Adjournment
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II. Reporting items
I. Presenting the Company’s 2025 Business Report for review.
Description: Please refer to Attachment 1 on pages 8~10 of this meeting manual.
II. Presenting the 2025 annual final accounting books and statements, which have been audited by the Audit Committee for review.
Description: Please refer to Attachment 2 on page 11 of this meeting manual.
III. Presentating the status of 2024 cash distribution from capital surplus for review.
Description:
I. In accordance with Article 241 of the Company Act and Article 28-1 of the Company's Articles of Incorporation, the Company passed the Loss Compensation Proposal for 2024 at the 2025 annual shareholders’ meeting.
II. During the Board of Directors meeting dated June 2, 2025, it was resolved to distribute capital surplus in cash totaling NT$199,412,191 at NT$0.15 per share (the dividend payout ratio was adjusted to NT$0.14996897 per share due to changes in the number of shares eligible for distribution resulting from the exercise of Employee Stock Option Warrants). The distribution was completed on July 23, 2025.
IV. Proposal of distribution of capital surplus in cash in 2025 for review.
Description:
I. According to Article 241 of the Company Act and Article 28-1 of the Company’s Articles of Incorporation, the Company intends to appropriate NT$133,084,610 from the capital surplus arising from “income derived from the issuance of new shares at a premium” of NT$1,115,775,842 for 2025 after the adoption of the 2025 Loss Offsetting Proposal in the shareholders’ meeting. The distribution will be made in cash based on the shareholding ratio recorded in the shareholders’ register on the base date of distribution at NT$0.1 per share.
II. The cash distribution from capital surplus is NT$133,084,610, which was calculated based on the total number of 1,330,846,107 shares entitled to participate in the distribution as of February 28, 2026. The cash distribution is rounded down to the nearest New Taiwan Dollar, with any fractional amounts less than NT$1 omitted. The sum of the fractional distribution less than NT$1 will be listed as other incomes of the Company.
III. Subsequently, if changes occur in the number of the Company’s outstanding shares, resulting in a change to the per-share distribution ratio, the Board intends to authorize the Chairman to handle all related matters.
4
III. Ratification Topics
Motion 1
(Proposed by the Board of Directors)
Summary: Presenting the Company’s 2025 business report and financial statements for ratification.
Description:
I. The 2025 business report and the audited financial statements of the Company have been submitted to the Audit Committee for approval. For relevant information, please refer to Attachment 1 on pages 8~10 of this manual, Attachment 2 on page 11, and Attachment 3 on pages 12~32.
II. The documents are hereby submitted for ratification.
Resolution:
Motion 2
(Proposed by the Board of Directors)
Summary: Presenting the Company’s 2025 Loss Offsetting Proposal for ratification.
Description:
I. The 2025 loss offsetting table is proposed as follows:
UPC Technology Corporation
The 2025 loss offsetting table
Unit: NT$
| Item | Amount | |
|---|---|---|
| Undistributed earnings at the beginning of the year | 0 | |
| (I) Less: Net loss after tax for the year | (1,553,532,620) | |
| Add: Retained earnings of investment adjustment using the equity method | 221,986,499 | |
| Add: Defined benefit plan re-measurement recognized in retained earnings | 1,926,192 | |
| The current period’s net loss after tax plus items other than the current period’s net loss after tax, added to the undistributed retained earnings | (1,329,619,929) | |
| Losses to be offset this period | (1,329,619,929) | |
| (I) Offsetting losses with legal reserve | 1,329,619,929 | |
| Uncovered losses at the end of the period | 0 |
II. The documents are hereby submitted for ratification
Resolution:
7
IV. Extraordinary Motion
V. Adjournment
Attachment 1
UPC Technology Corporation Business Report
In the past year, the global economy and market order continued to fluctuate due to multiple variables. Repeated escalations in geopolitical risks made forecasting oil prices, freight rates, and lead times more difficult, and supply chain and logistics uncertainty have become the new normal for the industry. In addition, the United States has made frequent adjustments to trade and tariff measures, forcing companies to re-evaluate their market presence and cost structure in a shorter cycle.
On the other hand, mainland China is still in an economic structural adjustment phase. The real estate recovery, the domestic demand rebound, and changes in investment confidence remain key drivers of economic momentum, while uncertainty in the external trade environment further fuels corporate wait-and-see sentiment. Meanwhile, there were also regulatory adjustments. For example, the "Priority Controlled Chemicals List", promulgated at the end of last year, regulates chemical categories. According to the International Monetary Fund (IMF), China's subsequent policy focus is shifting more towards supporting consumption and promoting economic rebalancing to reduce deflationary pressures and strengthen the sustainability of the recovery. For the industry, the chemical industry continues to face a supply-demand imbalance and price competition pressure. Market demand and product flow are easily affected by fluctuations in tariffs, energy costs, and logistics, posing challenges to companies' risk management and operational resilience.
The Company upholds the corporate spirit of "honesty, stability and pragmatism", and prudently responds to changes in the international situation and the overall economy. The management team is also committed to integrating and allocating resources in response to market changes. Although a loss was still reported, the overall operating conditions in 2025 showed improvement compared to the previous year.
I. Operating results and management performance for 2025
In 2025, the Company's consolidated revenue reached NT$58.766 billion. Due to intense market price competition and high raw material costs, the net loss after tax was NT$1.554 billion, with a loss per share of NT$1.17. In terms of production and sales, the Group's total output was 2.43 million tons, a 3% increase compared to the previous year; total sales volume was 1.98 million tons, with plasticizers and anhydrides increasing by 5% compared to the previous year. For PVC, production was reduced due to a raw material supply shortage and a Group strategy to maintain the break-even point.
In terms of management, the Company completed a number of improvement measures this year, transforming past experience into specific systems. The decision-making model now incorporates both subjective judgments and objective factors, including quantitative information. For R&D, the Company has received support from the Industrial Development Administration and is collaborating with five key enterprises on the development and application of low-carbon green plasticizer material technology. For IT, the Company is promoting Digital Management, including the adoption of digital tools and platforms as decision-making tools. For Environmental, Health, and Safety (EHS) management, the Company is installing temperature and vibration sensors on key equipment and using AI analysis to strengthen the preventive maintenance mechanism for plant equipment. For Human Resources, the Company is initiating personnel rotation to enable employees to collaborate and develop across business units. For sales, the
Company is implementing industry and application segmentation to conduct a comprehensive customer inventory/review, allowing the industry experts in the team to focus on managing key accounts.
Despite the challenging external environment, the Company maintained stability in production and sales through enhanced management, improved operational efficiency and adjusted product portfolios.
II.2026 Business Outlook and Strategic Planning
Looking ahead to 2026, geopolitical risks and challenges have become the new norm in a highly uncertain environment. The US-China trade friction, the political situation in the Middle East, and the economic situation in China will continue to present certain challenges and opportunities. The Company upholds a prudent and pragmatic growth strategy and continues to optimize its Management Functions, including R&D, procurement, sales, marketing, Information Security, and Human Resources, to maintain its competitiveness. The specific measures are as follows:
1. Market-oriented R&D Direction
In addition to growing public demand for low-carbon and environmental protection solutions, countries around the world have successively implemented relevant policies. We are actively building a solid R&D moat to address changes in the external environment, including providing customers with one-stop “formula + regulations” consulting services, and cultivating a supply chain for low-carbon, bio-based, and recycled plasticizers.
2. Maintaining a Flexible Supply Strategy
For many years, the Company has maintained close cooperative partnerships with raw material suppliers. In response to uncertainty in the overall economy and consumer market, the Company has continued to adjust the ratio of contract to spot purchases in raw material procurement, achieving a strategic balance between risk reduction and maintaining strategic flexibility.
3. Triple Squeeze and Three Opportunities
In sales, the entire industry is facing a triple squeeze. Increasingly strict regulations and sustainability requirements, combined with persistent overcapacity, have intensified product price competition and prompted some products to move up the high-value chain. These factors have all affected the operations and sales strategies of existing companies to varying degrees. This shift in the value chain also presents three opportunities: healthcare, new energy vehicle applications, and AI infrastructure.
4. The Overseas Market is an Important Part of the Company’s International Layout
Its cross-border procurement, production and sales model enables the Group to maintain a competitive advantage in the international market. Take India as an example. The Company has been cultivating the South Asian market for many years. This year, coinciding with the triennial Plastics and Rubber Industry Exhibition in India, we not only participated as a group but also established our own booth. Through pre-prepared Marketing Materials and our newly established Digital Platform, we attracted the attention of numerous local manufacturers.
5. Data Aggregation Transforms into Information, Information Organization Leads to Knowledge, and Knowledge Accumulation Results in Wisdom
Digital management is a key strategy for the Company to sustain its competitive edge.
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Beyond continuous development in areas like safety and environmental protection, each functional unit within the group is actively optimizing its information flow. This is supported by robust information capabilities, which have enabled the complete construction of the Company's Knowledge Base – a repository not only of years of experience, but also of data integrated with current AI functions to empower employees to focus on higher value-added activities.
6. Talent is the Group’s Most Important Asset
As the core asset for the company’s sustainable development, talent – driven by four pillars of shaping a Consensus Culture, optimizing Organizational Effectiveness, driving Talent Motivation, and empowering Leadership Teams – will collectively build the Company’s Human Capital, becoming a solid foundation for maintaining its core business and expanding into new markets.
In the face of the difficulties and challenges in the overall environment, the Company closely monitors changes in the international situation and the macroeconomic environment, engages its various functional units, maintains strategic flexibility, and responds to the turbulent and changing market with a positive and prudent approach. The Company will work with its strategic partners and shareholders to find new opportunities in adversity.
The Company wishes you good health and all the best!
Chairperson: Miau, Matthew Feng Chiang
President: Bih, Ann
Chief Accounting Officer Wu, Cheng-Chien Simon
Attachment 2
UPC Technology Corporation
Audit Committee Audit Report
The Board of Directors prepared and submitted 2025 financial statements (from January 1, 2025 to December 31, 2025), which were audited by two attesting CPAs, Liu, Chien-Liang and Wang, I-Wen of Deloitte Taiwan. The 2025 business report and loss offsetting table were inspected to be in compliance with the Company Act and relevant regulations by the Audit Committee, which prepared a report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.
To
2026 Annual General Meeting of UPC Technology Corporation
UPC Technology Corporation
Convener of the audit committee: Pan, Wenent P.
March 6, 2026
Independent Auditor's Report
The Board of Directors and Stockholders
UPC Technology Corporation,
Opinion
We have audited the accompanying consolidated financial statements of UPC Technology Corporation and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountants of the Republic of China. 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 for our opinion.
Key Audit Matters
Key audit matters are those that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:
Recognition of Operating Revenue
The main revenue of the Company and its subsidiaries comes from the sale of plasticizers. The recognition of such revenue has a significant impact on the financial statements. Considering factors such as the market and risks in China, as well as the fact that the sales revenue of the Group in China relies on manual inspection of relevant documents to determine revenue recognition, the authenticity of the Group’s revenue in China was identified as a key audit matter. In addition to evaluating and testing the relevant internal control systems for such operating revenue, checked the transaction records and supporting documents to ensure the occurrence of the transactions, and confirmed that the recognition of revenue was in compliance with IFRS. please refer to Note 4 (14) of the consolidated financial statements.
Other Matters
We have also audited the parent company only financial statements of UPC Technology Corp. 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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC 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 misstatements, 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 audit committee, are responsible for overseeing the Group's financial reporting process.
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
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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. 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 auditor's 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 auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated
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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 statements 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 for the year ended December 31, 2025, 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 audits resulting in this independent auditors' report are Chien-Liang Liu and Yi-wen Wang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 6, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
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UPC Technology Corporation and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 3,174,614 | 6 | $ 4,862,588 | 9 |
| 1120 | Financial assets at FVTOCI (Note 7) | 769,768 | 1 | 1,080,489 | 2 |
| 1136 | Financial assets at amortized cost (Note 8) | 334,570 | 1 | 138,475 | - |
| 1150 | Notes receivable (Note 9 and 16) | 1,095,955 | 2 | 1,082,739 | 2 |
| 1170 | Trade receivables (Note 9) | 2,703,327 | 5 | 3,863,333 | 7 |
| 1200 | Other receivables | 466,011 | 1 | 286,606 | - |
| 1210 | Other receivables from related parties (Note 31) | 3,760 | - | 2,303 | - |
| 1220 | Current tax assets (Note 25) | 23,172 | - | 33,699 | - |
| 130X | Inventories (Note 10) | 6,815,084 | 13 | 7,933,041 | 14 |
| 1479 | Other current assets (Note 15) | 1,298,424 | 2 | 1,552,516 | 3 |
| 11XX | Total current assets | 16,684,685 | 31 | 20,835,789 | 37 |
| Non-current assets | |||||
| 1517 | Financial assets at FVTOCI (Note 7) | 18,722,266 | 35 | 16,274,404 | 28 |
| 1550 | Investments accounted for using the equity method (Note 12) | 22,879 | - | 23,564 | - |
| 1600 | Property, plant and equipment (Note 13) | 14,385,904 | 27 | 15,953,808 | 28 |
| 1755 | Right-of-use assets (Note 14) | 1,401,761 | 3 | 1,520,521 | 3 |
| 1801 | Computer software | 16,185 | - | 17,889 | - |
| 1840 | Deferred income tax assets (Note 25) | 1,876,077 | 3 | 2,099,206 | 4 |
| 1990 | Other non-current assets (Note 15 and 31) | 400,158 | 1 | 345,724 | - |
| 15XX | Total non-current assets | 36,825,230 | 69 | 36,235,116 | 63 |
| 1XXX | Total assets | $ 53,509,915 | 100 | $ 57,070,905 | 100 |
| Code | |||||
| Liabilities and Equity | |||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Note 16) | $ 3,952,317 | 7 | $ 5,517,537 | 10 |
| 2150 | Notes payable (Note 18) | 106,742 | - | 403,333 | 1 |
| 2170 | Trade payables (Note 18 and 31) | 1,083,899 | 2 | 2,092,005 | 3 |
| 2219 | Other payables (Note 19) | 952,712 | 2 | 987,109 | 2 |
| 2230 | Current tax liabilities (Note 25) | 132,872 | - | 80,186 | - |
| 2250 | Provisions (Note 20) | 207,326 | 1 | 188,774 | - |
| 2280 | Lease liabilities (Note 14) | 13,534 | - | 13,337 | - |
| 2399 | Other current liabilities (Note 19) | 515,922 | 1 | 635,827 | 1 |
| 21XX | Total current liabilities | 6,965,324 | 13 | 9,918,108 | 17 |
| Non-current liabilities | |||||
| 2530 | Bonds payable (Note 17) | 2,998,400 | 6 | 2,997,382 | 5 |
| 2540 | Long-term borrowings (Note 16 and 33) | 13,540,724 | 25 | 14,038,572 | 25 |
| 2550 | Provisions (Note 20) | 6,618 | - | 16,006 | - |
| 2570 | Deferred income tax liabilities (Note 25) | 247,444 | 1 | 267,686 | 1 |
| 2580 | Lease liabilities (Note 14) | 7,518 | - | 21,502 | - |
| 2630 | Long-term deferred revenue (Note 28) | 104,126 | - | 139,917 | - |
| 2640 | Net defined benefit liabilities (Note 21) | 192,418 | - | 192,232 | - |
| 2645 | Guarantee deposits received (Note 31) | 16,821 | - | 13,811 | - |
| 25XX | Total non-current liabilities | 17,114,069 | 32 | 17,687,108 | 31 |
| 2XXX | Total liabilities | 24,079,393 | 45 | 27,605,216 | 48 |
| Equity (Note 22) | |||||
| Share capital | |||||
| 3110 | Ordinary shares | 13,308,461 | 25 | 13,677,186 | 24 |
| 3140 | Capital collected in advance | - | - | 1,751 | - |
| 3100 | Total share capital | 13,308,461 | 25 | 13,678,937 | 24 |
| 3200 | Capital surplus | 1,142,455 | 2 | 1,373,465 | 3 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,890,118 | 4 | 2,838,651 | 5 |
| 3320 | Special reserve | 341,773 | 1 | 341,773 | 1 |
| 3350 | Unappropriated earnings (accumulated deficit) | ( 1,329,620 ) | ( 3 ) | ( 948,533 ) | ( 2 ) |
| 3300 | Total retained earnings | 902,271 | 2 | 2,231,891 | 4 |
| 3400 | Other equity | 14,077,335 | 26 | 12,620,337 | 22 |
| 3500 | Treasury shares | - | - | ( 438,941 ) | ( 1 ) |
| 3XXX | Total equity | 29,430,522 | 55 | 29,465,689 | 52 |
| Total liabilities and equity | $ 53,509,915 | 100 | $ 57,070,905 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
UPC Technology Corporation and Subsidiaries
Consolidated Statement of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars,
Except Earning (Losses) Per Share
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Operating revenue (Note 23) | |||||
| 4100 | Sales | $ 58,527,090 | 100 | $ 73,056,122 | 100 |
| 4800 | Other operating revenue | 239,138 | - | 264,158 | - |
| 4000 | Total operating revenue | 58,766,228 | 100 | 73,320,280 | 100 |
| Operating cost (Note 24) | |||||
| 5110 | Cost of goods sold (Note 10 and 31) | 57,385,148 | 98 | 73,315,979 | 100 |
| 5800 | Other operating costs | 196,698 | - | 180,624 | - |
| 5000 | Total operating cost | 57,581,846 | 98 | 73,496,603 | 100 |
| 5900 | Gross profit (loss) | 1,184,382 | 2 | ( 176,323 ) | - |
| Operating expenses (Note 24 and 31) | |||||
| 6100 | Selling and marketing expenses | 1,443,855 | 2 | 1,376,758 | 2 |
| 6200 | General and administrative expenses | 1,197,393 | 2 | 1,119,955 | 2 |
| 6450 | Expected credit loss (gain) | ( 4,108 ) | - | 2,821 | - |
| 6000 | Total operating expenses | 2,637,140 | 4 | 2,499,534 | 4 |
| 6900 | Net Loss from operations | ( 1,452,758 ) | ( 2 ) | ( 2,675,857 ) | ( 4 ) |
| Non-operating income and expenses | |||||
| 7060 | Share of profit or loss of associates accounted for using the equity method (Note 12) | 252 | - | 382 | - |
| 7100 | Interest income (Note 24) | 57,704 | - | 77,426 | - |
| 7190 | Other income (Note 24 and 31) | 671,923 | 1 | 613,935 | 1 |
| 7020 | Other gains and losses (Note 24) | ( 60,620 ) | - | ( 200,216 ) | - |
| 7050 | Financial cost (Note 24) | ( 455,912 ) | ( 1 ) | ( 529,247 ) | ( 1 ) |
| 7000 | Total non-operating income and expenses | 213,347 | - | ( 37,720 ) | - |
(To be continued)
(Continued from the previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Loss before income tax | ($ 1,239,411) | ( 2 ) | ($ 2,713,577) | ( 4 ) |
| 7950 | Income tax (benefit) expense (Note 25) | 314,122 | 1 | ( 329,722 ) | ( 1 ) |
| 8200 | Net loss for the year | ( 1,553,533 ) | ( 3 ) | ( 2,383,855 ) | ( 3 ) |
| Other comprehensive income (Note 22) | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plans | 2,407 | - | 24,938 | - |
| 8316 | Unrealized gain (loss) on investments in equity instruments at FVTOCL | 2,329,940 | 4 | 614,140 | 1 |
| 8320 | Share of the other comprehensive (loss) income of associates accounted for using the equity method (Note 12) | 35 | - | ( 1,915 ) | - |
| 8349 | Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 25) | ( 480 ) | - | ( 4,990 ) | - |
| 2,331,902 | 4 | 632,173 | 1 | ||
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | ( 642,341 ) | ( 1 ) | 1,416,787 | 2 |
| 8399 | Income tax relating to items that may be reclassified subsequently to profit or loss (Note 25) | 5,450 | - | ( 8,280 ) | - |
| ( 636,891 ) | ( 1 ) | 1,408,507 | 2 | ||
| 8300 | Other comprehensive income of the year (net after taxes) | 1,695,011 | 3 | 2,040,680 | 3 |
| 8500 | Total comprehensive income (loss) for the year | $ 141,478 | - | ($ 343,175 ) | - |
| Loss per share (Note 26) | |||||
| 9710 | Basic | ($ 1.17 ) | ($ 1.79 ) |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
UPC Technology Corporation and Subsidiaries
Consolidated Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Code | Share capital | Capital surplus | Retained earnings | Exchange differences on translating foreign operations | Unrealized gain (loss) on financial assets at FVTOC1 | Total | Treasury shares | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Share | Capital Collected in Advance | Total | Legal reserve | Special reserve | Unappropriated earnings (accumulated deficit) | Total | ||||||||
| A1 | Balance at January 1, 2024 | $ 13,635,771 | $ 11,726 | $ 13,647,497 | $ 1,378,837 | $ 2,838,651 | $ 341,773 | $ 1,660,705 | $ 4,841,129 | ($ 735,830) | $ 11,356,839 | $ 10,621,009 | ($ 438,941) | $ 30,049,531 |
| B5 | Appropriation of 2023 earnings Cash dividends | - | - | - | - | - | - | ( 265,511) | ( 265,511) | - | - | - | - | ( 265,511) |
| C17 | Unclaimed dividends of shareholders | - | - | - | 840 | - | - | - | - | - | - | - | - | 840 |
| D1 | Net loss in 2024 | - | - | - | - | - | - | ( 2,383,855) | ( 2,383,855) | - | - | - | - | ( 2,383,855) |
| D3 | Other comprehensive income (loss) in 2024, net of income tax | - | - | - | - | - | - | 19,948 | 19,948 | 1,408,507 | 612,225 | 2,020,732 | - | 2,040,680 |
| D5 | Total comprehensive income (loss) in 2024 | - | - | - | - | - | - | ( 2,363,907) | ( 2,363,907) | 1,408,507 | 612,225 | 2,020,732 | - | ( 343,175) |
| G1 | Issue of ordinary shares under employee share options | 41,415 | ( 35,203) | 6,212 | ( 6,212) | - | - | - | - | - | - | - | - | - |
| H1 | Advance share payments for issuing of ordinary shares under employee share options | - | 25,228 | 25,228 | - | - | - | - | - | - | - | - | - | 25,228 |
| Q1 | Disposal of investments in equity instruments at FVTOC1 | - | - | - | - | - | - | 20,180 | 20,180 | - | ( 21,404) | ( 21,404) | - | ( 1,224) |
| Z1 | Balance at December 31, 2024 | 13,677,186 | 1,751 | 13,678,937 | 1,373,465 | 2,838,651 | 341,773 | ( 948,533) | 2,231,891 | 672,677 | 11,947,660 | 12,620,337 | ( 438,941) | 29,465,689 |
| B13 | Appropriation of 2024 earnings Accumulated deficits covered by legal reserve | - | - | - | - | ( 948,533) | - | 948,533 | - | - | - | - | - | - |
| C15 | Cash dividend distribution from capital surplus | - | - | - | ( 199,412) | - | - | - | - | - | - | - | - | ( 199,412) |
| C17 | Unclaimed dividends of shareholders | - | - | - | 1,543 | - | - | - | - | - | - | - | - | 1,543 |
| D1 | Net loss in 2025 | - | - | - | - | - | - | ( 1,553,533) | ( 1,553,533) | - | - | - | - | ( 1,553,533) |
| D3 | Other comprehensive income (loss) in 2025, net of income tax | - | - | - | - | - | - | 1,927 | 1,927 | ( 636,891) | 2,329,975 | 1,693,084 | - | 1,695,011 |
| D5 | Total comprehensive income (loss) in 2025 | - | - | - | - | - | - | ( 1,551,606) | ( 1,551,606) | ( 636,891) | 2,329,975 | 1,693,084 | - | 141,478 |
| G1 | Issue of ordinary shares under employee share options | 17,925 | ( 15,005) | 2,920 | ( 2,920) | - | - | - | - | - | - | - | - | - |
| H1 | Advance share payments for issuing of ordinary shares under employee share options | - | 13,254 | 13,254 | - | - | - | - | - | - | - | - | - | 13,254 |
| N1 | Share-based payment transaction - employees share option plan | - | - | - | 22,070 | - | - | - | - | - | - | - | - | 22,070 |
| L3 | Treasury Stock Retired | ( 386,650) | - | ( 386,650) | ( 52,291) | - | - | - | - | - | - | - | 438,941 | - |
| Q1 | Disposal of investments in equity instruments at FVTOC1 | - | - | - | - | - | - | 221,986 | 221,986 | - | ( 236,086) | ( 236,086) | - | ( 14,100) |
| Z1 | Balance at December 31, 2025 | $ 13,308,461 | $ - | $ 13,308,461 | $ 1,142,455 | $ 1,890,118 | $ 341,773 | ($ 1,329,620) | $ 902,271 | $ 35,786 | $ 14,041,549 | $ 14,077,335 | $ - | $ 29,430,522 |
The accompanying notes are an integral part of the consolidated financial statements.
UPC Technology Corporation and Subsidiaries
Consolidated Cash Flow Statement
For the Years Ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| A10000 | Loss before income tax | ($ 1,239,411) | ($ 2,713,577) |
| A20010 | Adjustments for: | ||
| A20300 | Expected credit loss (gain) | ( 4,108) | 2,821 |
| A20100 | Depreciation expense | 1,757,146 | 1,795,529 |
| A20200 | Amortization expense | 139,130 | 167,986 |
| A20900 | Financial cost | 455,912 | 529,247 |
| A21200 | Interest income | ( 57,704) | ( 77,426) |
| A21300 | Dividend income | ( 385,036) | ( 397,414) |
| A21900 | Compensation costs of employee share-based payment | 22,070 | - |
| A23000 | Gain on disposal of non-current assets held-for-sale | ( 354,749) | - |
| A22500 | Loss (gain) on disposal of property, plant and equipment | 12,719 | ( 621) |
| A23700 | Write-down (reversed) of property, plant and equipment | 388,314 | - |
| A22900 | Gain on disposal of right-of-use assets | ( 932) | - |
| A20400 | Net gain on financial assets at FVTPL | ( 203) | ( 253) |
| A22300 | Share of profit or loss of associates accounted for using the equity method | ( 252) | ( 382) |
| A29900 | Long-term deferred revenue transferred to other revenue | ( 37,422) | ( 13,195) |
| A23800 | Write-down (reversed) of inventories | ( 122,348) | 131,495 |
| A24600 | Gain on lease modification | - | ( 105) |
| A30000 | Changes in operating assets and liabilities | ||
| A31130 | Notes receivable | ( 33,155) | ( 281,199) |
| A31150 | Trade receivables | 1,058,603 | 285,016 |
| A31180 | Other receivables | 55,912 | ( 11,665) |
| A31190 | Other receivable from related parties | ( 1,457) | 330 |
| A31200 | Inventories | 1,112,173 | 1,351,238 |
| A31240 | Other current assets | 235,343 | 773,905 |
| A32130 | Notes payable | ( 281,786) | 262,816 |
| A32150 | Trade payables | ( 1,023,385) | 431,527 |
| A32180 | Other payables | 58,593 | ( 183,874) |
| A32200 | Provisions | 12,479 | 27,735 |
| A32230 | Other current liabilities | ( 105,523) | 118,116 |
(To be continued)
(Continued from the previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A32240 | Net defined benefit liabilities | $ 2,593 | ($ 18,651) |
| A32250 | Long-term deferred income | 5,159 | - |
| A33000 | Cash generated from (used in) operations | 1,668,675 | 2,179,399 |
| A33100 | Interest received | 62,831 | 73,580 |
| A33500 | Income taxes paid | ( 102,392) | ( 277,215) |
| AAAA | Net cash generated from (used in) operating activities | 1,629,114 | 1,975,764 |
| Cash flow from investing activities | |||
| B00010 | Acquisitions of financial assets at FVTOCI | ( 99,624) | ( 262,141) |
| B00020 | Proceeds from disposal of financial assets at FVTOCI | 286,359 | 26,209 |
| B00030 | Proceeds from the capital reduction of financial assets at FVTOCI | 5,912 | 13,514 |
| B00040 | Acquisition of financial assets at amortized cost | ( 334,570) | ( 216,505) |
| B00050 | Proceeds from disposal of financial assets at amortized cost | 136,819 | 412,639 |
| B00100 | Acquisition of financial assets at FVTPL | ( 29,100) | ( 33,300) |
| B00200 | Proceeds from disposal of financial assets at FVTPL | 29,303 | 40,405 |
| B02600 | Proceeds from disposal of non-current assets held-for-sale | 160,027 | - |
| B02700 | Purchase of property, plant and equipment | ( 985,913) | ( 1,148,262) |
| B02800 | Proceeds from disposal or property, plant and equipment | 5,586 | 163,666 |
| B02900 | Proceeds from disposal of right-of-use assets | 1,010 | - |
| B03700 | Increase in refundable deposits | ( 122,840) | ( 24,269) |
| B03800 | Decrease in refundable deposits | 114,672 | 12,122 |
| B04500 | Payments of computer software | ( 8,475) | ( 18,951) |
| B06700 | Increase in other non-current assets | ( 188,952) | ( 64,289) |
| B07600 | Dividends received | 385,036 | 397,414 |
| BBBB | Net cash used in investing activities | ( 644,750) | ( 701,748) |
| Cash Flow from Financing Activities | |||
| C00100 | Proceeds from short-term borrowings | 68,345,569 | 85,331,481 |
| C00200 | Repayment of short-term borrowings | ( 69,767,953) | ( 84,245,883) |
| C01600 | Proceeds from long-term borrowings | 87,427,969 | 85,701,993 |
| C01700 | Repayment of long-term borrowings | ( 87,870,985) | ( 85,829,393) |
| C03000 | Guarantee deposit received | 3,024 | 36 |
| C03100 | Guarantee deposit refunded | ( 14) | ( 4) |
(To be continued)
(Continued from the previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| C04020 | Repayment of the principal portion of lease liabilities | ($ 13,184) | ($ 13,600) |
| C04500 | Cash dividends | ( 199,412) | ( 265,511) |
| C04800 | Proceeds from exercise of employee share options | 13,254 | 25,228 |
| C05600 | Interest paid | ( 459,841) | ( 527,095) |
| CCCC | Net cash generated from (used in) financing activities | ( 2,521,573) | 177,252 |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 150,765) | 201,796 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 1,687,974) | 1,653,064 |
| E00100 | Cash and cash equivalents at the beginning of the year | 4,862,588 | 3,209,524 |
| E00200 | Cash and cash equivalents at the end of the year | $ 3,174,614 | $ 4,862,588 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
23
Independent Auditor's Report
The Board of Directors and Stockholders
UPC Technology Corporation,
Opinion
We have audited the accompanying financial statements of UPC Technology Corporation (the “Company”), which comprise the Parent Company only balance sheets as of December 31, 2025 and 2024, and the Parent Company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “Parent Company only financial statements”). In our opinion, the accompanying the Parent Company only financial statements present fairly, in all material respects, the Parent Company only financial position of the Company as of December 31, 2025 and 2024, and its Parent Company only financial performance and its Parent Company only 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 Audit and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Parent Company only financial statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China. 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 for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Parent Company only
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Company's financial statements for the year ended December 31, 2025 is described as follows:
Recognition of Revenue of Subsidiaries Accounted for Using the Equity Method
The main revenue of the Company's subsidiaries accounted for using the equity method comes from the sale of plasticizers. The recognition of such revenue has a significant impact on the financial statements. Considering factors such as the market and risks in China, as well as the fact that the sales revenue of the subsidiaries in China relies on manual inspection of relevant documents to determine revenue recognition, the authenticity of the subsidiaries' revenue in China was identified as a key audit matter. In addition to evaluating and testing the relevant internal control systems for such operating revenue, checked the transaction records and supporting documents to ensure the occurrence of the transactions, and confirmed that the recognition of revenue was in compliance with IFRS. Please refer to Note 4 (12) of the Parent Company only financial statements for the accounting policies for revenue recognition.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the Parent Company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the Parent Company only financial statements that are free from material misstatements, whether due to fraud or error.
In preparing the Parent Company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the Parent Company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the
24
Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Parent Company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the Parent Company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error. 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.
- 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 Parent Company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our 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 Parent Company only financial statements, including the disclosures and whether or not the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the Parent Company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
25
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and, where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Parent Company only financial statements for the year ended December 31, 2025 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 audits resulting in this independent auditors’ report are Chien-Liang Liu and Yi-wen Wang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 6, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
26
UPC Technology Corporation
Parent Company Only Balance Sheets
December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash (Note 6) | $ 79,747 | - | $ 88,235 | - |
| Financial assets at amortized cost (Note 8) | 314 | - | - | - | |
| 1150 | Notes receivable (Note 9) | 9,881 | - | 14,677 | - |
| 1170 | Trade receivables (Note 9 and 28) | 171,798 | 1 | 223,362 | 1 |
| 1200 | Other receivables (Note 28) | 4,000 | - | 3,176 | - |
| 1220 | Current tax assets (Note 23) | 137 | - | 182 | - |
| 130X | Inventories (Note 10) | 859,035 | 2 | 1,090,739 | 2 |
| 1470 | Other current assets (Note 14) | 39,785 | - | 72,188 | - |
| 11XX | Total current assets | 1,164,697 | 3 | 1,492,559 | 3 |
| Non-current assets | |||||
| 1520 | Financial assets at FVTOCI (Note 7) | 17,859,718 | 39 | 15,580,263 | 34 |
| 1550 | Investments accounted for using the equity method (Note 11) | 24,564,540 | 54 | 26,437,432 | 58 |
| 1600 | Property, plant and equipment (Note 12) | 1,878,965 | 4 | 1,982,399 | 5 |
| 1755 | Right-of-use assets (Note 13) | 10,197 | - | 20,394 | - |
| 1840 | Deferred income tax assets (Note 23) | 74,450 | - | 66,210 | - |
| 1990 | Other non-current assets (Notes 14 and 28) | 91,644 | - | 98,261 | - |
| 15XX | Total non-current assets | 44,479,514 | 97 | 44,184,959 | 97 |
| 1XXX | Total assets | $ 45,644,211 | 100 | $ 45,677,518 | 100 |
| Code | Liabilities and Equity | ||||
| Current liabilities | |||||
| 2170 | Trade payable (Note 17 and 28) | $ 188,106 | 1 | $ 420,593 | 1 |
| 2219 | Other payables (Note 18) | 120,381 | - | 138,610 | - |
| 2230 | Current tax liabilities (Note 23) | - | - | 1,495 | - |
| 2250 | Provisions (Note 19) | 6,474 | - | - | - |
| 2280 | Lease liabilities - current (Notes 13 and 28) | 10,643 | - | 10,195 | - |
| 2399 | Other current liabilities (Note 18) | 48,570 | - | 59,124 | - |
| 21XX | Total current liabilities | 374,174 | 1 | 630,017 | 1 |
| Non-current liabilities | |||||
| 2530 | Bonds payable (Note 16) | 2,998,400 | 7 | 2,997,382 | 7 |
| 2540 | Long-term borrowings (Note 15) | 12,400,000 | 27 | 12,130,000 | 27 |
| 2550 | Provisions (Note 19) | 6,618 | - | 16,006 | - |
| 2570 | Deferred income tax liabilities (Note 23) | 225,258 | 1 | 221,738 | - |
| 2580 | Lease liabilities (Notes 13 and 28) | - | - | 10,643 | - |
| 2640 | Net defined benefit liabilities (Note 20) | 192,418 | - | 192,232 | - |
| 2645 | Guarantee deposits received (Note 28) | 16,821 | - | 13,811 | - |
| 25XX | Total non-current liabilities | 15,839,515 | 35 | 15,581,812 | 34 |
| 2XXX | Total liabilities | 16,213,689 | 36 | 16,211,829 | 35 |
| Equity (Note 21) | |||||
| Share capital | |||||
| 3110 | Ordinary shares | 13,308,461 | 29 | 13,677,186 | 30 |
| 3140 | Capital collected in advance | - | - | 1,751 | - |
| 3100 | Total share capital | 13,308,461 | 29 | 13,678,937 | 30 |
| 3200 | Capital surplus | 1,142,455 | 2 | 1,373,465 | 3 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,890,118 | 4 | 2,838,651 | 6 |
| 3320 | Special reserve | 341,773 | 1 | 341,773 | 1 |
| 3350 | Unappropriated earnings (accumulated deficit) | ( 1,329,620 ) | ( 3 ) | ( 948,533 ) | ( 2 ) |
| 3300 | Total retained earnings | 902,271 | 2 | 2,231,891 | 5 |
| 3400 | Other equity | 14,077,335 | 31 | 12,620,337 | 28 |
| 3500 | Treasury shares | - | - | ( 438,941 ) | ( 1 ) |
| 3XXX | Total equity | 29,430,522 | 64 | 29,465,689 | 65 |
| Total liabilities and equity | $ 45,644,211 | 100 | $ 45,677,518 | 100 |
The accompanying notes are an integral part of the Parent Company only financial statements.
UPC Technology Corporation
Parent Company Only Statement of Comprehensive Income
For The Years Ended December 31, 2025 and 2024
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Sales (Note 28) | $ 3,888,027 | 100 | $ 4,557,729 | 100 |
| 5110 | Cost of goods sold (Note 10, 22 and 28) | 3,962,407 | 102 | 4,543,234 | 100 |
| 5900 | Gross profit (loss) | ( 74,380 ) | ( 2 ) | 14,495 | - |
| Operating expenses (Note 22 and 28) | |||||
| 6100 | Selling and marketing expenses | 114,536 | 3 | 111,665 | 2 |
| 6200 | General and administrative expenses | 276,201 | 7 | 248,465 | 6 |
| 6450 | Expected credit loss (gain) | ( 264 ) | - | ( 26 ) | - |
| 6000 | Total operating expenses | 390,473 | 10 | 360,104 | 8 |
| 6900 | Net profit (loss) from operations | ( 464,853 ) | ( 12 ) | ( 345,609 ) | ( 8 ) |
| Non-operating income and expenses | |||||
| 7070 | Share of profit or loss of subsidiaries accounted for using the equity method | ( 1,188,178 ) | ( 30 ) | ( 2,163,018 ) | ( 48 ) |
| 7100 | Interest income (Note 22) | 619 | - | 1,022 | - |
| 7190 | Other income (Note 22 and 28) | 420,123 | 11 | 429,772 | 9 |
| 7020 | Other gains and losses (Note 22) | ( 31,366 ) | ( 1 ) | ( 14,616 ) | - |
| 7050 | Financial cost (Note 22) | ( 300,317 ) | ( 8 ) | ( 286,921 ) | ( 6 ) |
| 7000 | Total non-operating income and expenses | ( 1,099,119 ) | ( 28 ) | ( 2,033,761 ) | ( 45 ) |
| 7900 | Net profit (loss) before income tax | ( 1,563,972 ) | ( 40 ) | ( 2,379,370 ) | ( 53 ) |
| 7950 | Income tax expense (benefit) (Note 23) | ( 10,439 ) | - | 4,485 | - |
| 8200 | Net profit (loss) for the year | ( 1,553,533 ) | ( 40 ) | ( 2,383,855 ) | ( 53 ) |
(To be continued)
(Continued from the previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income (Note 21 and 23) | |||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| 8311 | Remeasurement of defined benefit plans | $ 2,407 | - | $ 24,938 | - |
| 8316 | Unrealized gain on investments in equity instruments at FVTOCI | 2,279,455 | 59 | 805,714 | 18 |
| 8320 | Share of other comprehensive income of subsidiaries accounted for using the equity method | 50,520 | 1 | ( 193,489 ) | ( 4 ) |
| 8349 | Income tax relating to items that will not be reclassified subsequently to profit or loss | ( 480 ) | - | ( 4,990 ) | - |
| 8310 | 2,331,902 | 60 | 632,173 | 14 | |
| Items that will be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | ( 642,341 ) | ( 16 ) | 1,416,787 | 31 |
| 8399 | Income tax relating to items that may be reclassified subsequently to profit or loss | 5,450 | - | ( 8,280 ) | - |
| 8360 | ( 636,891 ) | ( 16 ) | 1,408,507 | 31 | |
| 8300 | Other comprehensive income for the year (net after taxes) | 1,695,011 | 44 | 2,040,680 | 45 |
| 8500 | Total comprehensive income for the year | $ 141,478 | 4 | ($ 343,175 ) | ( 8 ) |
| Earning (loss) per share (Note 24) | |||||
| 9750 | Basic | ($ 1.17 ) | ($ 1.79 ) |
The accompanying notes are an integral part of the Parent Company only financial statements. (Concluded)
UPC Technology Corporation
Parent Company Only Statement of Changes in Equity
For The Years Ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Code | Share capital | Capital surplus | Retained earnings | Exchange differences on translating foreign operations | Unrealized gain (loss) on financial assets at FVTOCI | Total | Treasury shares | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Share | Capital Collected in Advance | Total | Legal reserve | Special reserve | Unappropriated earnings (accumulated deficit) | Total | ||||||||
| A1 | Balance at January 1, 2024 | $ 13,635,771 | $ 11,726 | $ 13,647,497 | $ 1,378,837 | $ 2,838,651 | $ 341,773 | $ 1,660,705 | $ 4,841,129 | ($ 735,830) | $ 11,356,839 | $ 10,621,009 | ($ 438,941) | $ 30,049,531 |
| B5 | Appropriation of 2023 earnings Cash dividends | - | - | - | - | - | - | ( 265,511) | ( 265,511) | - | - | - | - | ( 265,511) |
| C17 | Unclaimed dividends of shareholders | - | - | - | 840 | - | - | - | - | - | - | - | - | 840 |
| D1 | Net loss in 2024 | - | - | - | - | - | - | ( 2,383,855) | ( 2,383,855) | - | - | - | - | ( 2,383,855) |
| D3 | Other comprehensive income (loss) in 2024, net of income tax | - | - | - | - | - | - | 19,948 | 19,948 | 1,408,507 | 612,225 | 2,020,732 | - | 2,040,680 |
| D5 | Total comprehensive income (loss) in 2024 | - | - | - | - | - | - | ( 2,363,907) | ( 2,363,907) | 1,408,507 | 612,225 | 2,020,732 | - | ( 343,175) |
| G1 | Issue of ordinary shares under employee share options | 41,415 | ( 35,203) | 6,212 | ( 6,212) | - | - | - | - | - | - | - | - | - |
| H1 | Advance share payments for issuing of ordinary shares under employee share options | - | 25,228 | 25,228 | - | - | - | - | - | - | - | - | - | 25,228 |
| Q1 | Disposal of investments in equity instruments at FVTOCI | - | - | - | - | - | - | 20,180 | 20,180 | - | ( 21,404) | ( 21,404) | - | ( 1,224) |
| Z1 | Balance at December 31, 2024 | 13,677,186 | 1,751 | 13,678,937 | 1,373,465 | 2,838,651 | 341,773 | ( 948,533) | 2,231,891 | 672,677 | 11,947,660 | 12,620,337 | ( 438,941) | 29,465,689 |
| B13 | Appropriation of 2024 earnings Accumulated deficits covered by legal reserve | - | - | - | - | ( 948,533) | - | 948,533 | - | - | - | - | - | - |
| C15 | Cash dividend distribution from capital surplus | - | - | - | ( 199,412) | - | - | - | - | - | - | - | - | ( 199,412) |
| C17 | Unclaimed dividends of shareholders | - | - | - | 1,543 | - | - | - | - | - | - | - | - | 1,543 |
| D1 | Net loss in 2025 | - | - | - | - | - | - | ( 1,553,533) | ( 1,553,533) | - | - | - | - | ( 1,553,533) |
| D3 | Other comprehensive income (loss) in 2025, net of income tax | - | - | - | - | - | - | 1,927 | 1,927 | ( 636,891) | 2,329,975 | 1,693,084 | - | 1,695,011 |
| D5 | Total comprehensive income (loss) in 2025 | - | - | - | - | - | - | ( 1,551,606) | ( 1,551,606) | ( 636,891) | 2,329,975 | 1,693,084 | - | 141,478 |
| G1 | Issue of ordinary shares under employee share options | 17,925 | ( 15,005) | 2,920 | ( 2,920) | - | - | - | - | - | - | - | - | - |
| H1 | Advance share payments for issuing of ordinary shares under employee share options | - | 13,254 | 13,254 | - | - | - | - | - | - | - | - | - | 13,254 |
| N1 | Share-based payment transaction - employees share option plan | - | - | - | 22,070 | - | - | - | - | - | - | - | - | 22,070 |
| L3 | Treasury Stock Retired | ( 386,650) | - | ( 386,650) | ( 52,291) | - | - | - | - | - | - | - | 438,941 | - |
| Q1 | Disposal of investments in equity instruments at FVTOCI | - | - | - | - | - | - | 221,986 | 221,986 | - | ( 236,086) | ( 236,086) | - | ( 14,100) |
| Z1 | Balance at December 31, 2025 | $ 13,308,461 | $ - | $ 13,308,461 | $ 1,142,455 | $ 1,890,118 | $ 341,773 | ($ 1,329,620) | $ 902,271 | $ 35,786 | $ 14,041,549 | $ 14,077,335 | $ - | $ 29,430,522 |
The accompanying notes are an integral part of the Parent Company only financial statements.
UPC Technology Corporation
Parent Company Only Statement of Cash Flows
For The Years Ended December 31, 2025 and 2024
In Thousands of New Taiwan Dollars
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| A10000 | Loss before income tax | ($ 1,563,972) | ($ 2,379,370) |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expense | 174,324 | 174,138 |
| A20200 | Amortization expense | 26,996 | 16,106 |
| A20300 | Expected credit gain | ( 264) | ( 26) |
| A20900 | Financial cost | 300,317 | 286,921 |
| A21200 | Interest income | ( 619) | ( 1,022) |
| A21300 | Dividend income | ( 315,300) | ( 330,514) |
| A21900 | Compensation costs of employee share-based payment | 22,070 | - |
| A22400 | Share of gains or losses of the subsidiaries accounted for using the equity method | 1,188,178 | 2,163,018 |
| A22500 | Loss on disposal of property, plant and equipment | 348 | 152 |
| A23800 | Write-down (reversed) of inventories | 17,414 | 9,003 |
| A24600 | Gain on lease modification | - | ( 24) |
| A30000 | Changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 4,817 | 2,207 |
| A31150 | Trade receivables | 51,807 | 354,639 |
| A31180 | Other receivables | 719 | 746 |
| A31200 | Inventory | 214,290 | 180,823 |
| A31240 | Other current assets | 32,783 | 45,928 |
| A32150 | Trade payables | ( 232,487) | ( 175,792) |
| A32180 | Other payables | ( 13,779) | ( 5,543) |
| A32200 | Provisions | ( 2,914) | 1,810 |
| A32230 | Other current liabilities | ( 10,554) | 15,325 |
| A32240 | Net defined benefit liabilities | 2,593 | ( 18,651) |
| A33000 | Cash generated from operations | ( 103,233) | 339,874 |
| A33100 | Interest received | 619 | 1,022 |
| A33500 | Income taxes refunded(paid) | 9,239 | ( 66) |
| AAAA | Net cash generated from (used in) operating activities | ( 93,375) | 340,830 |
| Cash flow from investing activities | |||
| B00040 | Acquisition of financial assets at amortized cost | ( 314) | - |
| B02700 | Purchase of property, plant and equipment | ( 78,940) | ( 161,362) |
(To be continued)
(Continued from the previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| B02800 | Proceeds from disposal or property, plant and equipment | $ 35 | $ - |
| B03700 | Increase in refundable deposits | ( 103,066) | ( 16,589) |
| B03800 | Decrease in refundable deposits | 97,671 | 6,819 |
| B06700 | Increase in other non-current assets | ( 3,146) | ( 19,471) |
| B07600 | Dividends received | 394,093 | 420,526 |
| BBBB | Net cash generated from investing activities | 306,333 | 229,923 |
| Cash Flow from Financing Activities | |||
| C01600 | Proceeds from long-term borrowings | 84,427,000 | 82,209,000 |
| C01700 | Repayment of long-term borrowings | ( 84,157,000) | ( 82,299,000) |
| C03000 | Guarantee deposit received | 3,024 | 36 |
| C03100 | Guarantee deposit refunded | ( 14) | ( 4) |
| C04020 | Repayment of the principal portion of lease liabilities | ( 10,195) | ( 10,404) |
| C04500 | Cash dividends | ( 199,412) | ( 265,511) |
| C04800 | Proceeds from exercise of employee share options | 13,254 | 25,228 |
| C05600 | Interest paid | ( 298,103) | ( 288,236) |
| CCCC | Net cash used in financing activities | ( 221,446) | ( 628,891) |
| EEEE | Net decrease in cash | ( 8,488) | ( 58,138) |
| E00100 | Cash at the beginning of the year | 88,235 | 146,373 |
| E00200 | Cash at the end of the year | $ 79,747 | $ 88,235 |
The accompanying notes are an integral part of the Parent Company only financial statements.
(Concluded)
Appendix 1
UPC Technology Corporation
Rules of Procedure for Shareholders' Meetings
Article 1 To establish a strong governance system and sound supervisory capabilities for this company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2 Article 2 The rules of procedures for this Company's shareholders' meetings, except as otherwise provided by law, regulations or the Articles of Incorporation, shall be as provided in these Rules.
Article 3 (Convening shareholders' meetings and shareholders' meeting notices)
Shareholders' meetings of the Company shall be convened by the Board of Directors, unless otherwise provided by law.
Unless otherwise stated in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company convening a shareholders' meeting by video conference shall be stated in the Articles of Incorporation and resolved by the Board of Directors. Convening of shareholders' meeting by video conference shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
Any changes to the convening of a shareholder meeting shall be resolved in a Board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of an annual general meeting or 15 days before the date of an extraordinary shareholder meeting. Twenty-one days before a company is to convene an ordinary shareholders' meeting or 15 days before it convenes an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders' meeting agenda handbook and the supplemental materials referred to in the preceding paragraph and upload it to the Market Observation Post System. However, in the event that the Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and investors in China reached 30% or more as recorded in the shareholder register at the time of holding of the shareholder meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the
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shareholder meeting is to be held. Physical copies of the shareholder meeting handbook and supplementary information shall be prepared at least 15 days before the meeting and made accessible to shareholders upon request. These documents must also be placed within the Company's premises and at the stock transfer agent appointed by the Company.
The above-mentioned meeting's manual and supplementary information shall be made available by the Company to shareholders in the following ways on the day of the shareholder meeting:
I. Distributed on-site at the venue of the shareholder meeting where the physical meeting is held.
II. If the shareholder meeting is also available by video conference, distribute the materials at the physical venue, and upload the electronic files to the video conference platform.
III. If the shareholder meeting is held by video conference, the electronic files shall be uploaded to the video conference platform.
The reasons for convening a shareholder meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, delisting, directors' competing business involvement, capitalization of earnings, capitalization of reserves, dismissal of the Company, merger, divestment, and any issues listed in Article 185, Paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be notified in advance with a summary explained as part of the meeting agenda. They cannot be raised in the form of a special motion.
The notification for the convening of the shareholder meeting has announced the re-election of directors and the inauguration date. After the re-election at the shareholder meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting.
Shareholders who hold over 1% of the total issued shares may propose motions in the Company's shareholder general meeting. Each shareholder is entitled to propose one motion, and additional motions will not be included in the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article 172-1 of the Company Act, the Board of Directors can omit the proposal. Shareholders may submit proposals that aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover one discussion item at a time in accordance with Article 172-1 of the Company Act, and those with more than one item in the proposal will not be included in the motion.
Prior to the book closure date before a regular shareholders meeting is held, this Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the
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period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting, the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals that are not included in the agenda.
Article 4
For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting and shall deliver the proxy form to this Company 5 days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. However, the shareholder can declare a cancellation of the proxy.
After a proxy form has been delivered to this Company, if the shareholder intends to attend the meeting in person or to exercise voting rights in writing or electronically, a written notice of proxy cancellation shall be submitted to this Company 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Should the shareholder decide to attend a shareholder meeting by video conference after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.
Article 5 (Principles determining the time and place of a shareholder meeting)
The venue for a shareholders' meeting shall be the premises of this Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
If the shareholder meeting is held by video conference, it is not subject to the restriction on the venue as specified in the preceding paragraph.
Article 6 (Preparation of documents such as the attendance book)
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The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant.
Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check-in to the video conference platform of the shareholder meeting should be completed at least 30 minutes before the meeting starts; those who complete the check-in are considered to have attended the meeting in person.
Shareholders shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Shareholders who would like to attend the shareholder meeting by video conference should register with the Company at least two days before the shareholder meeting.
For shareholder meetings that are held by video conference, the Company shall upload the meeting handbook, annual report and other relevant information to the video conference platform at least 30 minutes before the shareholder meeting and keep them available until the end of the meeting.
Article 6-1 (Matters to be included in the notice for the video conference shareholder meeting)
The shareholder meeting notice should specify the following matters if the meeting is also made available by video conference:
I. Methods of participation in the meeting by video conference and for exercising their rights.
II. The handling of issues with the video conference platform or participation in the video conference due to natural disasters, incidents or other force majeure events, including at least the following:
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(I) The time or date when the above-mentioned issues cannot be resolved and the meeting needs to be postponed or resumed.
(II) Shareholders who have not registered to participate in the shareholder meeting by video conference shall not participate in the postponed or resumption of the meeting.
(III) When convening a hybrid shareholder meeting, if the shareholder video conference meeting cannot resume, and if the total number of shares represented in attendance at the meeting still meet the statutory quorum for holding a shareholder meeting after subtracting the number of shares represented by shareholders attending the meeting by video conference, the meeting shall continue in session. For shareholders who originally choose to attend the shareholder meeting by video conference, the number of shares is counted in the total of shares of shareholders attending the meeting but is considered abstention in all the motions presented in the meeting.
(IV) The handling methods for when the results for all the motions have been announced, and there are no extraordinary motions.
III. When convening shareholder meeting by video conference, alternative measures available for shareholders who may have difficulties joining the meeting by video conference shall be specified.
Article 7 (Chair of the Shareholders' Meeting and Observers)
If a shareholders' meeting is convened by the Board of Directors of the Company, the Chair of the Board shall preside at such meeting. If the Chairman of the Board is on leave or is unable to exercise his powers and duties for any reason, the Vice Chairman of the Board shall preside at such meeting. The Chairman of the Board shall designate a managing director to preside as the Chairman if a Vice Chairman also is on leave, or for any reason unable to exercise the powers of the Vice Chairman. If the Chairman of the Board fails to designate a Chairman for the meeting, the directors shall nominate one from among themselves to preside at the meeting.
When a director serves as a Chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director who serves as Chair.
It is advisable that shareholders' meetings convened by the Board of Directors be Chaired by the Chairman of the Board in person and attended by a majority of the directors, at least one independent director, the Chairman of audit committee and one member of each functional committee on behalf of the committee are in person. Attendance shall be recorded during the meeting minutes.
If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the
37
meeting. When there are two or more such convening parties, they shall mutually select a Chair from among themselves.
The Company may designate legal counsels, certified public accountants and other relevant personnel to attend and observe the shareholders' meeting.
Article 8 (Documentation of a shareholders' meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
For the shareholder meetings held by video conference, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.
The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks.
If the shareholder meeting is to be held by video conference, the Company should audio- and video-record the backend operation interface of the video conference platform.
Article 9
Attendance at shareholders' meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book, sign-in cards handed in, the number of shares reported on the video conference platform, and the number of shares whose voting rights are exercised in writing or electronically.
The Chair is to call the meeting to order at the designated meeting time, and at the same time, announce the number of non-voting rights and the number of shares present and other relevant information.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. The Chair is to announce the meeting adjourned if still less than one-third of the total issued shares are presented at the meeting after the postponement twice.
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For the shareholder meeting held by video conference, the Company shall announce the adjournment of the meeting on the videoconferencing platform.
If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. The tentative resolution may be sent to all shareholders to notify them of another shareholder meeting to be held within one month. For shareholder meeting held by video conference, shareholders attending the meeting by video conference shall register with the Company again in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 10 (Discussion of proposals)
If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed, including extraordinary motion and amendment to original motion, in the order set by the agenda, and be resolved motion by motion. The meeting agenda may not be changed without a resolution of the shareholders' meeting.
The preceding Paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.
The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs, including extraordinary motion, except by a resolution of the shareholders' meeting. If the Chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new Chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and call for a vote. The Chairman shall arrange sufficient vote time.
Article 11 (Shareholders' statement)
Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the Chair to determine the
39
order in which to give the speech.
An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder's speech and those recorded on the slip, the contents of the shareholder's speech shall prevail.
Except with the consent of the Chair, a shareholder may not speak more than twice on the same proposal and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.
When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the Chair and such speaking shareholder; the Chair shall stop any such violations.
If a shareholder who is a juristic person appoints two or more representatives to attend the meeting, only one representative may speak on any given proposal.
After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.
For the shareholder meetings held by video conference, the shareholders who attend the meetings by video conference may raise their questions in writing on the videoconferencing platform after the Chair announces the start of the meeting and before the Chair announces the end of the meeting. No more than two questions for the same proposal should be allowed, and each question can have a maximum of 200 words, and the requirements in Paragraphs 1 to 5 do not apply.
The above-mentioned questions which do not violate the rules or do not exceed the scope of the proposal should be disclosed on the videoconferencing platform as public knowledge.
Article 12 (Calculation of voting shares and recusal system)
Voting at a shareholders' meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Company, that shareholder may not vote on that item and may not exercise voting rights as a proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
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With the exception of a trust enterprise or a shareholders' services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Company holds a shareholders' meeting, it shall allow the shareholders to exercise voting rights by electronic means and may allow the shareholders to exercise voting rights by writing. When voting rights are exercised in writing or electronically, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights in writing or electronically will be deemed to have attended the meeting in person. But to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting, it is therefore advisable that this Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights in writing or electronically under the preceding paragraph shall deliver a written declaration of intent to this Company 2 days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights in writing or electronically, in the event the shareholder intends to attend the shareholders' meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised, 2 days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised in writing or electronically shall prevail. When a shareholder has exercised voting rights both in writing or electronically and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, each proposal should be followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the number of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.
When there is an amendment or an alternative to a proposal, the Chair
41
shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. Provided that if one of such proposal has been approved, the other proposals will be deemed to have been vetoed and no further action will be necessary.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair, provided that all monitoring personnel shall be shareholders of this Company.
Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
After the Chair announces the start of the meeting, the shareholders who participate in the meeting through videoconferencing shall conduct voting on various motions and election through the videoconferencing platform, and must complete the voting before the Chair announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention.
For the shareholder meetings held by video conference, the votes shall be counted once after the Chair announces the close of voting, and the results of the voting and election will be announced.
For the shareholder meetings held in hybrid form, shareholders who have already registered to attend the meetings by video conference in accordance with the provisions of Article 6 but wish to attend the physical meeting shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meeting by video conference.
Those who exercise their voting rights in writing or electronically without withdrawing their declaration of intent and participate in the shareholder meeting by video conference shall not exercise their voting rights on the original motion, propose amendment to the original motion or exercise their voting rights on the revision of the original motion, except for extraordinary motions.
Article 14 (Election Matter)
Shareholder meetings that involve the election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site, as well as those who are not elected and the number of shares they have.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting
42
involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
Article 15
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced in electronic form and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical tallies). If there is director election, the statistical tallies of each director candidate shall be disclosed. It shall be retained for the duration of the existence of this Company.
The minutes of the shareholder meeting held by video conference should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the Chair and the meeting minute taker, and the measures taken when the videoconferencing platform or the participation by video conference experiences natural disasters, incidents or force majeure.
The shareholder meeting held by video conference should follow the procedures mentioned in the preceding paragraph, and the meeting minutes should also specify the alternative measures provided for shareholders who may have difficulties joining the meeting by video conference.
Article 16 (Announcement)
The number of shares solicited by the proxy solicitors, or that of the entrusted proxies and shareholders attending the shareholder meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholder meetings that are held by video conference, the Company shall upload the above information to the videoconferencing platform at least 30 minutes before the start of the meeting and keep them available until the end of the meeting.
When the shareholder meeting by video conference is announced to start, the number of voting rights of the attending shareholders is disclosed on the videoconferencing platform. The same applies when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again during the meeting.
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If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period.
Article 17 (Maintaining Order at the Meeting Venue)
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The Chair may direct patrol personnel or security personnel to assist in maintaining order at the meeting. The proctors or security personnel who help to maintain order at the meeting place shall wear an identification card or armband bearing the word "Proctor".
For venues that are equipped with broadcasting equipment, the Chairman shall halt any shareholder that make statements from equipment not allocated by the Company.
Shareholders in violation of the rules and disobeying correction by the Chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel.
Article 18 (Recess and Resumption)
When a meeting is in progress, the Chair may announce a break based on time considerations. If a force majeure event occurs, the Chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 19 (Information disclosure for meeting by video conference)
For shareholder meetings that are held by video conference, the Company shall immediately disclose the voting results of motions and election results to the videoconferencing platform of the shareholder meeting in accordance with the regulations and keep them available for at least 15 minutes after the Chair announces the ending of the meeting.
Article 20 (Location of Chair and minute keeper of shareholder meeting by video conference)
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Both the Chair and the meeting minute keeper shall be at the same location within the country when holding video conference shareholder meetings, and the Chair should announce the address of the place at the beginning of the meeting.
Article 21 (Handling of disconnection)
For shareholder meetings that are held by video conference, the Company shall provide shareholders with a simple connection test before the meeting and provide relevant services before and during the meeting to resolve technical communication problems.
For shareholder meetings that are held by video conference, the Chair should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the provisions of Article 182 of the Company Act is not applicable to the date of meeting postponement or resumption that is within 5 days for the interruption to the videoconferencing platform or participation by means of video conference lasting more than 30 minutes due to natural disasters, incidents or force majeure, before the Chair announces the end of the meeting.
In the event of a meeting postponement or resumption in the preceding paragraph, shareholders who have not registered to participate in the shareholder meeting by videoconferencing shall not participate in the postponement or resumption of the meeting.
In accordance with the provisions of Paragraph 2 for meeting that is postponed or resumed, shareholders who have registered and completed the check-in to the original meeting by videoconferencing, but do not participate in the postponed or resumed meeting, the shares shown presented at the original shareholder meeting, and the voting rights and election rights already exercised shall be included in the total number of shares, the number of voting rights and number of election rights of shareholders represented at the postponed or resumed meeting.
For the shareholder meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss or resolve the motions for which voting and counting of votes have been completed and the voting results and the election of directors have been announced.
If shareholder meeting is held in hybrid form and the video conference cannot be continued as described in Paragraph 2, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by video conference, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 2.
In the event of a meeting to be resumed as described in the preceding paragraph, for shareholders who originally chose to attend the shareholder meeting by videoconferencing, the number of shares is
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counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.
If the Company postpones or resumes the meeting according to the provisions of Paragraph 2, the relevant preparation should be conducted based on the date of the original shareholder meeting in accordance with Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
In accordance with period specified by the second half of Article 12 and Paragraph 3, Article 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of shareholder meeting in accordance with the provisions of Paragraph 2.
Article 22 (Handling digital divide)
When holding the shareholder meeting by video conference, alternative measures should be provided for shareholders who may have difficulties joining the meeting by video conference.
Article 23 (Implementation)
These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.
Article 24 (Establishment and amendment dates)
These Rules were established on May 6, 1988 (Below is the same).
The 1st amendment was on May 7, 1996.
The 2nd amendment was on May 26, 1998.
The 3rd amendment was on May 30, 2002.
The 4th amendment was on June 9, 2006.
The 5th amendment was on June 14, 2010.
The 6th amendment was on June 23, 2015.
The 7th amendment was on June 10, 2020.
The 8th amendment was on July 21, 2021.
The 9th amendment was on May 24, 2023.
The 10th amendment was on May 24, 2024.
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Appendix 2
Articles of Incorporation of UPC Technology Corporation
Chapter One General Provisions
Article 1: The Company is incorporated in accordance with the Company Law and relevant regulations and its Chinese name is “聯成化學科技股份有限公司” and its English name is UPC Technology Corporation.
Article 2: The Company is engaged in the following business activities:
- C801010 Basic Chemical Industrial.
- C801020 Petrochemical Materials Manufacturing.
- C801100 Synthetic Resin and Plastic Manufacturing.
- C801990 Other Chemical Material Manufacturing.
- C802120 Industrial and Additive Manufacturing.
- C802990 Other Chemical Products Manufacturing.
- F401010 International Trade.
- Z99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company may provide endorsement guaranty.
Article 3: The headquarters of the Company are located in Taipei City, Taiwan. The Company may establish branches in Taiwan or overseas as the Company may require upon resolution by the Board of Directors of the Company.
Article 4: For the amount of re-investment, the Company may not be bound by the restriction of 40% of the paid-in capital.
Chapter Two Share Capital
Article 5: The total capital amount of the Company shall be Twenty billion New Taiwan Dollars (NT$20,000,000,000), dividends into Two billion (2,000,000,000) shares, at a par value of Ten New Taiwan Dollars (NT$10) per share. An amount of point one hundred million shares out of the aforesaid capital is reserved to serve as subscription of employee warrants for employees and authorizes the Board of Directors to issue
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such employee warrants separately. The Board of Directors may, based on practical needs, issue the remaining unissued shares separately and part of it can be preferred shares.
Article 5-1: The rights and obligations and other important issuance terms of preferred shares of the Company are as follows:
I. The dividends for preferred shares are limited to an annual rate of 8%, calculated by the issuance price per share, and the dividend may be distributed in cash every year. After the financial statements are approved by the annual general meeting, the Board will determine the date of record to pay the distributable dividends of the previous year. The distribution amount of dividends in the year of issuance and recovery is calculated by the actual issuance days of the current year.
II. The Company has discretion over the dividend distribution of preferred shares. The shareholders' meeting of the Company may resolve not to distribute dividends of preferred shares if there are no earnings in the annual accounts or the earnings are insufficient to distribute dividends of preferred shares or other necessary consideration. It is not a breach matter. If the preferred shares issued are of the non-accumulative type, the Company's resolution of undistributed dividends or the deficit of dividends will not be accumulated for preferred payment in the years with earnings in the future.
III. The dividends prescribed in sub-paragraph 1 of this Paragraph, shareholders of preferred shares may not be a part of the cash and equity capital of earnings and additional paid-in capital of ordinary shares.
IV. The distribution priority for shareholders of preferred shares on the residual property of the Company is ahead of shareholders of ordinary shares and equal to the preferential order of shareholders of all preferred shares issued by the Company, and the preferential order is only lower than general creditors. Yet the distribution shall not exceed the then issued and outstanding preferred shares issuance amount when distributed.
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V. Shareholders of preferred stocks have no voting rights and election rights in shareholders meetings, but have voting powers at preferred shareholders meetings and shareholder meetings related to the rights and obligations of preferred shareholders.
VI. Preferred shares may not be converted to ordinary shares.
VII. Preferred shares have no maturity. Shareholders of preferred shares do not have the right to request the Company to redeem preferred shares possessed by shareholders. But the Company may redeem all or partial preferred shares anytime on the next day after five years of issuance with the original issuance price. Unredeemed preferred shares shall continue to enjoy the rights and obligations of issuance terms prescribed in the above paragraphs.
In the year of redeeming preferred shares, the dividends that shall be distributed until the redemption date shall be distributed in accordance with the actual issuance days of that year if the shareholders' meeting of the Company decides to distribute dividends.
VIII. During the preferred shares issuance period, except to reimburse deficit, capitalization is to be realized from capital reserve from the premiums of issuance of preferred shares above par.
The Board is authorized to determine the name, issuance date, and specific issuance terms upon actual issuance after considering the situation of the capital market and the willingness of investors to subscribe in accordance with Articles of Incorporation and related laws and regulations.
Article 6: All share certificates of the Company are registered and shall be issued after having been affixed with the signatures or personal seals of the director representing the company, assigned its serial number, and are duly certified or authenticated by the competent authority and other registered institutions designated by the competent authority.
The Company may be exempted from printing any share certificates of
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the shares issued and the Company shall register the issued shares with a centralized securities depository enterprise.
Article 7: The share certificate shall use the shareholder's true name. The natural person or juristic entity shall report the Company its name / the name of its representative, domicile and such information shall be recorded in the shareholder roster. If there is joint ownership of the share, the joint owners should appoint one representative and record it on the shareholders' roster. If the share is owned by the government or juristic entity, the name of such government or juristic entity shall be recorded.
Article 8: Except otherwise regulated in laws or securities regulations, the shareholder services of the Company shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by competent authority.
Article 9: In the event to re-issue new share because of ownership transfer, or a lost or damaged share certificate, the Company can charge sufficient printing costs or reasonable fees for the stamp affixed.
Article 10: The transferee of the share should be recorded in the shareholders' roster within 60 days prior to the convening date of a regular shareholders' meeting, within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the Company for the distribution of dividends, bonus or other benefits.
Article 10-1: The shares purchased back by the Company could be assigned or transferred to the employees who meet certain conditions and are employees of the Company's controlled or subordinated company. The employee stock warrants issued by the Company could be issued to the employees of a controlled or subordinated company. The new shares issued by the Company to the employee could be subscribed by the employees of the controlled or subordinated company. The new restricted employee shares issued by the Company could be issued to the employees of controlled or subordinated company. The requirements of qualified employees of controlled or subordinated company under this Article are authorized to be decided by the Chairman.
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Chapter Three Shareholders' meeting.
Article 11: Shareholders' meeting of the Company is divided into two types:
I. Ordinary shareholders' meeting,
II. Extraordinary shareholders' meeting.
The regular shareholders' meeting shall be convened by the Board of Directors once a year within six months after the close of each fiscal year. Unless otherwise regulated in the Company Act, the special shareholders' meeting shall be convened by the Board of Directors whenever necessary.
The shareholders' meeting of preferred shares may be convened in accordance with laws and regulations when necessary.
The shareholder meeting may be held by video conference or other means announced by the central authority.
Article 12: Notice shall be given to the shareholders at least 30 days prior to an annual general meeting, and at least 15 days prior to an extraordinary general meeting. The notice and announcement should state the date, place, and purpose of the meeting.
Article 13: Unless otherwise provided by the Company Act, all resolutions of a shareholders' meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting.
Article 14: Unless otherwise provided by the Company Act or the Company's Articles of Incorporation, the common shareholders of the Company shall be entitled to one vote for each share held at the shareholders' meeting. However, the shares that are held by the Company have no voting power in accordance with the laws.
Article 15: If a shareholder cannot attend a shareholders' meeting in person, he or she may issue a proxy, stating the scope of authorization, to authorize an agent to attend the meeting on his or her behalf. Unless otherwise regulated in the Company Act, the shareholder's proxy shall be handled in accordance with "Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies".
Article 16: The Chairman of the Board of Directors shall chair over the shareholders' meeting. If the Chairman of the Board of Directors is absent, the Vice Chairman shall act on his behalf according to Article 208 of the Company Act. In case there is no Vice Chairman, or the Vice Chairman is also absent, the Chairman of the Board of Directors shall
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designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman from the Board of Directors. If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a Chair from among themselves. The shareholders' meeting shall be handled in accordance with the Company's guidelines on procedures of shareholders' meetings.
Article 17: Matters relating to the resolutions of a shareholders' meeting shall be recorded in meeting minutes and a copy of it shall be distributed to shareholders. The recordation, distribution and preservation of meeting minutes shall be conducted in compliance with the Company's Act and relevant laws and regulations.
The attendance list bearing the signatures of the shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.
Chapter Four Board of Directors
Article 18: The Company shall have seven to twelve directors, and among them, at least three of them should be independent directors. All of the directors shall be elected from legally competent persons at the shareholders' meeting. After the election, the Company could purchase director liability insurance with the resolution of the Board of Directors. The Board of Directors is authorized to determine the directors' remuneration in accordance with the normal rates adopted by other companies in the same industry.
From the 14th Board of Directors, the Company's directors are elected through a candidates' nominating system in accordance with the Company Act and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. All the registered shares held by the directors shall comply with "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies".
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Article 19: The term of directors is for three years and may be re-elected.
Article 20: The Chairman of the Board of Directors shall be elected from among the directors by a majority of the directors present at a meeting attended by more than two-thirds of directors. The Vice Chairman of the Board of Directors may also be elected from among the directors in the same way as the Chairman election.
Article 21: The Chairman and Vice Chairman shall be responsible for all routine matters and the Chairman shall externally represent the Company.
Article 22: Board meetings shall be convened and chaired by the Chairman of the Board. If the Chairman is absent, the Vice Chairman shall act in place of the Chairman. Where the Chair and the Vice Chairman of the Board are both absent, the Chairman designates a director as a proxy and where no person is designated as the proxy, the directors shall elect a person from among themselves to act as the Chairman of the meeting. The convening of the Board of Directors meeting shall be notified to the directors with the subject seven days in advance. However, in case of emergency, the meeting may be convened at any time. The notice of convening in the preceding section shall be made in writing, through email or fax.
Article 23: Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. If a director is unavailable to attend a meeting in person, the director may issue a proxy to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting. Such proxy shall be limited to the appointment of one person only.
In case a meeting of the Board of Directors is conducted by video conference, then the directors taking part in a video conference shall be deemed to have attended the meeting in person.
Article 24: The Board of Directors has a secretary to handle the relevant matters of the Board of Directors.
Article 25: The Company shall set forth the Audit Committee, which comprises all the independent directors, in accordance with the Securities and Exchange Act. The Audit Committee or its members shall be responsible for performing the power of supervisors as provided in the
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Company Act, the Securities and Exchange Act, and the relevant laws and regulations.
Chapter Five Human Resource
Article 26: The Company may have managerial personnel, and the duties thereof shall be arranged according to the needs of the Company. The appointment and discharge of the managerial personnel shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Chapter Six Accounting
Article 27: The fiscal year of the Company is from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the Board of Directors shall prepare the following documents and submit them to the general shareholders' meeting for ratification:
- Business report.
- Financial statement.
- Proposal on surplus distribution or loss compensation.
Article 28: The current year's earnings, if any, shall first be used to pay all taxes and offset prior years' accumulated losses and then set aside 10 percent as legal reserve. The Company may then appropriate a certain amount as a special reserve according to the relevant regulations. Residual earnings, if any, may be distributed first to the dividends that preferred shares may be distributed in the current year and then the remaining residual earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders according to the distribution plan proposed by the Board of Directors. If such surplus earning is distrusted in the form of new shares, it shall be submitted to the shareholders' meeting for approval. If such surplus earning is distributed in the form of cash, in accordance with Paragraph 5 of Article 240 of the Company Act, it is authorized to the Board of Directors to decide after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of
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the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
If the Company has earnings after offsetting the prior years' accumulated losses, if any, the Company should distribute no less than 1% of the earnings as employees' compensation (within which no less than 1% of the employees' compensation shall be reserved for adjustment of salary or distribution of remuneration to the junior employees) and no more than 1% of the earnings as directors' compensation.
The distribution of employees' compensation could be in the form of shares and cash. The distribution of directors' compensation should be in the form of cash. Both aforesaid distributions should be adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
If the distribution of employees' compensation is in the form of shares, the qualified employees from controlled or subordinated companies who meet certain requirements could be included in the distribution list. The specific requirements shall be determined by the Chairman. The Company is in a rapidly changing industry. In order to sustain operations and long-term development, when the Board of Directors proposes the earning distribution, the Board of Directors should consider long-term financial planning, future development and shareholder interest protection, etc. The Board of Directors will consider the Company's financial structure, future fund demand, and profit situation to decide the aforesaid earning distribution ratio and shareholder cash dividend of the shareholders' ratio. The cash dividends shall not be lower than the total dividends by 10%, but such ratio should be adjusted with the approval of the shareholders' meeting.
Article 28-1: In accordance with Article 241 of the Company Act, it is authorized to the Company's Board of Directors that after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, to resolve to distribute all or part of legal reserve and capital reserved to
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shareholders in the form of cash and report of such distribution to the shareholders' meeting.
Chapter Seven Miscellaneous
Article 29: Matters not provided for in this Article will be handled in accordance with the Company Act of the Republic of China.
Where overseas Chinese or foreign nationals invest in the Company, it shall proceed in accordance with the relevant laws and regulations.
Article 30: The internal organization of the Company and the operational regulations will be stipulated separately.
Article 31: The Articles of Incorporation were established in accordance with the law on April 25, 1976. The 1st amendment was on December 29; 1976, the 2nd amendment was on June 29, 1979; the 3rd amendment was on May 5, 1981; the 4th amendment was on October 30, 1981; the 5th amendment was on January 11, 1982; the 6th amendment was on June 5, 1984; the 7th amendment was on May 28, 1985; the 8th amendment was on April 8, 1986; the 9th amendment was on May 28, 1987; the 10th amendment was on May 6, 1988; the 11th amendment was on September 20, 1988; the 12th amendment was on June 16, 1989; the 13th amendment was on May 11, 1990; the four14th amendment was on May 16, 1991; the 15th amendment was on June 12, 1992; the 16th amendment was on June 8, 1994; the 17th amendment was on May 12, 1995; the 18th amendment was on May 7, 1996; the 19th amendment was on May 7, 1996; the 20th amendment was on May 23, 1997; the 21st amendment was on May 26, 1998; the 22nd amendment was on June 8, 1999; the 23rd amendment was on May 30, 2000; the 24th amendment was on May 22, 2001; the 25th amendment was on May 30, 2002; the 26th amendment was on May 30, 2003; the 27th amendment was on May 25, 2004; the 28th amendment was on May 31, 2005; the 29th amendment was on June 15, 2007; the 30th amendment was on June 10, 2008; the 31st amendment was on June 14, 2010; the 32nd amendment was on June 9, 2011; the 33rd amendment was on June 5, 2012; the 34th amendment was on June 23, 2015; the 35th amendment was on June 14, 2016; the 36th amendment was on June 8, 2018; the 37th amendment was on June 14, 2019; the 38th amendment was on June 10, 2020; the 39th amendment was on May 26, 2022; the 40th amendment was made on May 24, 2024; the
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41th amendment was on May 28, 2025.
Appendix 3
Directors' Shareholding Position
Record date: March 28, 2026
| Position | Name | Shares Currently Owned | Remarks | ||
|---|---|---|---|---|---|
| Type | Number of Shares | Outstanding % then accounted for | |||
| Chairman of Board of Directors | Y.S. Educational Foundation representative: Matthew, Feng Chiang Miau | Common Stock | 5,185,212 | 0.39% | |
| Director | Tsu fung Investment Co., Ltd. representative: Chun, Chen | 17,460,231 | 1.31% | ||
| Director | Lien Hwa Industrial Holdings Corporation representative:, Tsao Hua, Hsu | 424,880,973 | 31.93% | ||
| Director | Ann, S.C. Bih | 634,000 | 0.05% | ||
| Director | Chang-Wei, Hsueh | 4,853,520 | 0.36% | ||
| Director | Feng-Sheng, Miao | 991,241 | 0.07% | ||
| Independent Director | Wenent P. Pan | 600,00 | 0.00% | ||
| Independent Director | Jung-Chiou, Hwang | 0 | 0.00% | ||
| Independent Director | Kuo Yu, Chiang | 0 | 0.00% | ||
| Total | Common Stock | 454,005,177 |
The total issued shares as of March 28, 2025: 1,330,846,107 shares.
Note: The legal minimum number of shares of all Board members:32,000,000 shares. Number of shares held as of March 28, 2025: 454,005,177shares.
☑ The shares held by independent directors should not be calculated as shares held by directors.
☑ The Company has an audit committee so that the legal requirement of shares to be owned by supervisors does not apply.