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VICTORY AGM Information 2026

May 22, 2026

51784_rns_2026-05-22_c7e1d605-541c-4c93-9d68-263cc1021804.pdf

AGM Information

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STOCK SYMBOL : 1340
Victory New Materials Limited Company

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Chandra* 膝悦新材料有限公司
Victory New Materials Limited Company

2026 ANNUAL

GENERAL MEETING HANDBOOK

Date and time: 9 am, Wednesday, June 16, 2025
Location: No. 1, Sec. 3, Zhongxiao E. Rd., Taipei City
(GIS Taipei Tech Convention Center)


Table of Contents

  • Meeting Agenda ... 1
  • Report Items ... 2
  • Ratification Items ... 3
  • Discussion Items ... 4
  • Extemporary Motions ... 4

Appendices

  • Appendix 1: 2025 Annual Business Report ... 5
  • Appendix 2: Audit Committee’s Review Report on the 2025 Financial Statements ... 7
  • Appendix 3: CPA Audit Report and 2025 Consolidated Financial Statements ... 8
  • Appendix 4: 2025 Earnings Distribution Proposal ... 18
  • Appendix 5: Comparison Table for Amendments to the Articles of Incorporation ... 19
  • Appendix 6: Comparison Table for Amendments to the Rules of Procedure for Shareholders' Meetings ... 21
  • Appendix 7: Comparison Table for Amendments to the Procedures for Acquisition or Disposal of Assets ... 23

Victory New Materials Limited Company
Meeting Agenda for 2026 Annual Shareholders’ Meeting

Time: 9:00 AM, June 8, 2026 (Monday)

Location: GIS NTU Tech Convention Center (No. 1, Sec. 3, Zhongxiao E. Rd., Taipei City)

I. Call the Meeting to Order
II. Chairperson's Address
III. Report Items
1. 2025 Business Report.
2. 2025 Audit Committee's Review Report.
3. Report on the Distribution of 2025 Remuneration for Directors and Employees.

IV. Ratification Items
1. Proposal: Ratification of the 2025 Business Report and Financial Statements.
2. Proposal: Ratification of the 2025 Earnings Distribution Proposal.

V. Discussion Items
1. Proposal: Amendments to the Company’s Articles of Incorporation.
2. Proposal: Amendments to the Company’s Rules of Procedure for Shareholders' Meetings.
3. Proposal: Amendments to the Company’s Procedures for Acquisition or Disposal of Assets.

VI. Extemporary Motions
VII. Adjournment


Report Items

Proposal 1 (Proposed by the Board of Directors)

  • Subject: 2025 Business Report.
  • Explanation: Please refer to Appendix 1 on page 5 of this handbook for the Company’s 2025 Business Report.

Proposal 2 (Proposed by the Board of Directors)

  • Subject: 2025 Audit Committee’s Review Report.
  • Explanation: Please refer to Appendix 2 on page 7 of this handbook for the Audit Committee’s Review Report on the Company's 2025 Financial Statements.

Proposal 3 (Proposed by the Board of Directors)

  • Subject: Report on the Distribution of 2025 Remuneration for Directors and Employees.
  • Explanation: The Company proposes not to distribute remuneration for directors and employees for the year 2025.

Ratification Items

Proposal 1 (Proposed by the Board of Directors)

  • Subject: Ratification of the 2025 Business Report and Financial Statements.
  • Explanation: The Company’s 2025 Financial Statements have been prepared by the Company and audited by CPA Kuang-Hui Chen and CPA Tzu-Lung Yang of ShineWing Taiwan Joint Certified Public Accountants. An audit report has been duly issued. The Company has also prepared the Business Report. The 2025 Business Report, CPA Audit Report, and Financial Statements are attached hereto; please refer to Appendix 1 through Appendix 3 on pages 5 to 17 of this handbook.

Proposal 2 (Proposed by the Board of Directors)

  • Subject: Ratification of the 2025 Earnings Distribution Proposal.
  • Explanation: 1. Please refer to Appendix 4 on page 18 of this handbook for the 2025 Earnings Distribution Table. 2. In accordance with the Company’s Articles of Incorporation, it is proposed that no cash dividends or stock dividends be distributed to shareholders for this period.

Discussion Items

Proposal 1 (Proposed by the Board of Directors)

  • Subject: Amendments to the Company’s Articles of Incorporation. Submitted for resolution.
  • Explanation: In response to the requirements of the Stock Exchange and relevant laws and regulations, it is proposed to amend the Company’s Articles of Incorporation. Please refer to Appendix 5 on pages 19 to 20 of this handbook for the comparison table of the amendments.

Proposal 2 (Proposed by the Board of Directors)

  • Subject: Amendments to the Company’s Rules of Procedure for Shareholders' Meetings. Submitted for resolution.
  • Explanation: In response to the requirements of the Stock Exchange and relevant laws and regulations, it is proposed to amend the Company’s Rules of Procedure for Shareholders' Meetings. Please refer to Appendix 6 on pages 21 to 22 of this handbook for the comparison table of the amendments.

Proposal 3 (Proposed by the Board of Directors)

  • Subject: Amendments to the Company’s "Procedures for Acquisition or Disposal of Assets." Submitted for resolution.
  • Explanation: In response to the requirements of the Stock Exchange and relevant laws and regulations, it is proposed to amend the Company’s "Procedures for Acquisition or Disposal of Assets." Please refer to Appendix 7 on page 23 of this handbook for the comparison table of the amendments.

Extemporary Motions

Adjournment