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VOLTRONIC — AGM Information 2026
Apr 27, 2026
52555_rns_2026-04-27_2d01ca0c-a0bf-4e17-a699-72534284eae2.pdf
AGM Information
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Stock Code: 6409
Voltronic Power
旭隼科技股份有限公司
VOLTRONIC POWER TECHNOLOGY CORP.
Handbook for 2026 Annual Meeting of Shareholders
Time: 9AM, May 28 (Thursday), 2026
Venue: 2F, No. 12, Zhouzi Street, Neihu District, Taipei City, Taiwan (Taipei Innovation Lab International Conference Hall)
Table of Contents
I. Meeting Procedures ... 1
II. Meeting Agenda ... 2
1. Management Presentation ... 3
2. Matters to be Ratified ... 4
3. Proposals and Discussion ... 5
4. Extraordinary Motions ... 6
5. Adjournment ... 6
III. Appendices ... 7
【Appendix 1】2025 Business Report ... 7
【Appendix 2】Audit Committee’s Review Report ... 10
【Appendix 3】2025 Significant Transactions with Related Parties ... 11
【Appendix 4】Independent Auditors' Report ... 12
【Appendix 5】2025 Earnings Distribution ... 32
IV. Annexes ... 33
【Annex 1】Articles of Incorporation ... 33
【Annex 2】Rules and Procedures for Shareholders’ Meeting ... 39
【Annex 3】Shareholding Ownership of all Directors ... 47
I. Meeting Procedures
VOLTRONIC POWER TECHNOLOGY CORP.
Meeting Procedures for 2026 Annual Meeting of Shareholders
- Call to Order
- Remarks by the Chairman
- Management Presentation
- Matters to be Ratified
- Proposals and Discussion
- Extraordinary Motions
- Adjournment
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II. Meeting Agenda
VOLTRONIC POWER TECHNOLOGY CORP.
Agenda for 2026 Annual Meeting of Shareholders
Time: 9AM, May 28 (Thursday), 2026
Venue: 2F, No. 12, Zhouzi Street, Neihu District, Taipei City, Taiwan (Taipei Innovation Lab International Conference Hall)
Type of Meeting: Physical Meeting
- Call to Order
- Remarks by the Chairman
- Management Presentation
(1) 2025 Annual Business Report
(2) 2025 Audit Committee’s Review Report
(3) 2025 Distribution of Remunerations to Directors & Employees
(4) Report on the execution of the Company’s 2025 Material Related Party Transactions - Matters to be Ratified
(1) 2025 Annual Business Report and Financial Statements
(2) 2025 Earning Distributions - Proposals and Discussion: The Proposal on Cash of Distribution with Additional Paid-In Capital
- Extraordinary Motions
- Adjournment
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1. Management Presentation
Case 1:
Subject: 2025 Business Report is submitted for review.
Explanation: Please refer to pages 7~9 of this Handbook (Appendix 1) for 2025 Business Report.
Case 2:
Subject: 2025 Audit Committee’s Review Report is submitted for review.
Explanation: Please refer to page 10 of this Handbook (Appendix 2) for the Audit Committee’s Review Report.
Case 3:
Subject: Report on 2025 Distribution of Remunerations to Directors & Employees
Explanation:
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Profit before tax before the deduction of remunerations to directors and employees for 2025 was NT$4,264,171,722. Per Article 24 of the Article of Incorporation, an amount of NT$14,400,000 was allocated as the remuneration to directors and an amount of NT$170,000,000 was allocated as the remuneration to employees (including NT$22,800,000 to entry-level employees), all issued in cash.
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Remuneration is limited to full-time employees of the Company. The distribution to each employee shall be based on tenures, positions, performances and overall contributions and to the full discretion of the Chairman.
Case 4:
Subject: Report on the execution of the Company’s 2025 Material Related Party Transactions
Explanation: Please refer to page 11 of this Handbook (Appendix 3) for 2025 Significant Transactions with Related Parties.
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- Matters to be Ratified
Proposal 1: (Proposed by the Board)
Subject: 2025 Business Report and Financial Statements are proposed for ratification
Explanation:
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Our 2025 Balance Sheet, Income Statement, Statement of Changes in Shareholders' Equity and Statement of Cash Flows have been audited by CPA Cheng-Chuan Yu and CPA Wei-Lun Hung, Deloitte Taiwan. These financial statements, along with Business Report, have been reviewed by the Audit Committee, please refer to pages 7~9 of this Handbook (Appendix 1) and pages 12~31 of this Handbook (Appendix 4), and ratified by this annual meeting of shareholders.
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Please kindly ratify this proposal accordingly.
Resolution:
Proposal 2: (Proposed by the Board)
Subject: 2025 Earnings Distribution is proposed for ratification
Explanation:
-
Our proposal for 2025 Earning Distribution was drafted in accordance with Article 24 and Article 24-1 of the Articles of Incorporation of the Company. Please refer to page 32 of this Handbook (Appendix 5).
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The distributable earnings were generated for 2025. If the number of shares outstanding has changed as a result of share issuance or the redemption and cancelation of Restricted Stock Awards, share buybacks, transfer or cancelation of treasury shares, the Chairman shall be authorized to adjust the distribution ratio on the basis of the number of ordinary shares as the distributions are approved by this shareholders' meeting and according to the actual number of shares outstanding on the record date for earning distribution.
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The proposed distribution of cash dividend is NT$35 per share, rounding down to the unit digit. Any fractional amounts below NT$ 1 per share shall be recognized as other incomes. The board is authorized to determine the record date and the distribution date for earning distributions and other relevant matters, after the approval by this annual meeting of shareholders.
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Please kindly ratify this proposal accordingly.
Resolution:
- Proposals and Discussion
Proposal 1 (Proposed by the Board)
Subject: The Proposal to Distribute Cash with Additional Paid-In Capital is submitted for discussion.
Explanation:
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In accordance with Article 241 of the Company Act, the Company proposes the distribution of cash NT$175,407,132 as per the additional paid-in capital, the capitalization above the value of issued ordinary shares. This shall translate to NT$ 2 per share based on the number of shares held by shareholders on the record date and round down to the unit digit. Cash distribution to each shareholder is calculated to the smallest unit of NT$1, with any fractional amount below NT$1 disregarded. The aggregate of all fractional amounts below NT$1 shall be recognized as other incomes.
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Upon the approval by this annual meeting of shareholders, the board shall be authorized to determine the record date and other matters associated with the cash distribution with additional paid-in capital.
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If the number of shares outstanding is changed before the record date for distributions as a result of the issuance or cancelation of Restricted Stock Awards, share buybacks, transfer of treasury shares to employees, the cancelation of share capital or other factors, the Chairman shall be authorized by the shareholders' meeting to adjust the cash distribution ratio.
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Please kindly ratify this proposal accordingly.
Resolution:
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Extraordinary Motions
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Adjournment
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III. Appendices
【Appendix 1】
Voltronic Power Technology Corp. 2025 Business Report
A summary of operating performance of the Company in 2025 is as below:
I. Operations
The consolidated revenue of the Company totaled NT$20,521,345 thousand in 2025, down 10% year-over-year. Our net profit was NT$3,520,875 thousand, down 16.2% from the previous year. Earnings per share stood at NT$40.23, down 16.4% from NT$48.13 of 2024.
Comparison for the two periods:
Unit: NT$ 1,000
| 2025 | 2024 | YoY % | |
|---|---|---|---|
| Net operating revenue | 20,521,345 | 22,813,347 | -10.0% |
| Cost of goods sold | 14,560,923 | 15,790,331 | -7.8% |
| Gross profits | 5,960,422 | 7,023,016 | -15.1% |
| Operating expenses | 1,631,735 | 1,908,130 | -14.5% |
| Operating net profits | 4,328,687 | 5,114,886 | -15.4% |
| Non-operating income (expenses) | (11,797) | (24,830) | 52.5% |
| Pre-tax earnings | 4,316,890 | 5,090,056 | -15.2% |
| Net profits after tax | 3,520,875 | 4,204,322 | -16.2% |
II. Research & Development
- R&D Activities in 2025
Off Line:
(1) Three-leg digital-control circuit 230V line-interactive sine wave 1~3k model
(2) Digital control 230V line-interactive sine wave 1~3k low-frequency model
On Line 1~5KVA:
(1) On line 1~3kVA digital control model
(2) On line 1~3kVA industry-grade model
On Line 6~600KVA:
(1) On line 6k/10k UPS model with a high price/performance ratio
(2) On line 6k/10k industry-grade model
(3) On line 3/3 10k/20k model with a high price/performance ratio
(4) On line 1/1 20k model with a high price/performance ratio
Inverter, Solar inverter, Charger Controller, EV Charger, ATS:
(1) IP65 30KW/60kW LV on/off-grade all-in-one model
(2) IP65 hybrid inverter single phase 8kW/10kW IP65 all-in-one model
(3) IP65 off-grid 6kW inverter (price competitive model)
(4) IP54 off-grid 1.2k/2.4k/4.2k/6.5k/8k/10k inverter (price competitive model)
(5) Off-grid 1.2k/2.4k/4.2k/6.5k/8k/10k inverter (price competitive model)
(6) Home EV charging system (with OPCC/WiFi/4G/Bluetooth/Lan)
(7) Upgrade of the operating system for DC charger control
(8) 0.75-7KW permanent-magnet synchronous general frequency converter
Monitoring software development:
(1) Home charge point app (based on OCPP)
(2) Wifi/Bluetooth/4G/Lan control and monitor module
- New products and technologies for 2026
Off Line:
(1) Three-leg digital-control circuit 230V line-interactive sine wave 1~3k model
(2) Digital control 230V line-interactive sine wave 1~3k low-frequency model
On Line 1~5KVA:
(1) On line 1~3kVA PF1.0 model with a high price/performance ratio
On Line 6~600KVA:
(1) 6k/10k high-voltage lithium-battery model
(2) On line 6k/10k industry-grade model
(3) On line 3/3 20k/30k power module upgrade
Inverter, Solar inverter, EV Charger:
(1) High-power inverter
(2) On-grid functionality upgrade
(3) Upgrade of operating system for D/C EV charging systems
III. Operational plan and outlook for 2026:
In 2025, the Company was affected by multiple unfavorable external factors, including the impact of reciprocal tariff policies, the sharp appreciation of the New Taiwan dollar, and shortened peak seasons for some products in certain markets due to climate change. As a result, full-year revenue and profitability fell short of expectations. Despite the management team's proactive efforts to adjust order-taking strategies, optimize the product mix, and strengthen cost controls, overall performance was still disrupted by macroeconomic uncertainties.
Looking ahead to 2026, global economic growth remains resilient, with an estimated growth rate of over 3% according to the IMF's latest World Economic Outlook and approximately 2.9% growth according to the OECD's forecasts. Whilst the global demand remains supported, downside risks such as geopolitical tensions, trade policy changes, and financial market volatility are persistently high and warrant cautious monitoring and responses. Against this backdrop, the Company will continue to focus on its core businesses and technological innovation. The uninterruptible power supply (UPS) segment is expected to enjoy steady growth, thanks to the demand from data centers, healthcare and industrial applications for highly reliable electricity. This coupled with the Company's continued launch of high-power products and the strategy to deepen technical services to customers is anticipated to gradually improve operations and resume growth momentum in 2026. In the solar inverter segment, the global energy transition continues to advance, and green energy policies in different countries support long-term demand. The Company will continue to introduce high-power inverters for commercial and industrial (C&I) applications and
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enhance sales momentum through targeted market development and channel optimization. In addition, the Company is actively investing in R&D and market development of new products for HVDC (high-voltage direct current), so as to enhance competitive advantages in high-voltage power and integrated system solutions. Leveraging its years of industry experience, strong R&D capabilities, distinctive DMS business model, and diversified manufacturing footprint, the Company will actively pursue additional orders from existing customers for contracted manufacturing; develop new customers and markets; respond prudently to external environmental changes; and steadily improve operational quality and profitability structure; and create long-term, sustainable value for shareholders and investors.
Chairman: Hsieh Juro-Ming Manager: Hsieh Juro-Ming Accounting Chief: Chiehmin Wang
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【Appendix 2】
Voltronic Power Technology Corp.
Audit Committee’s Review Report
The Audit Committee has reviewed and the Board has ratified the 2025 financial statements (including consolidated financial statements), business reports and earnings distribution proposal. Meanwhile, the financial statements (including consolidated financial statements) have been audited by Deloitte Taiwan, as appointed by the Board of Directors, and an unqualified audit opinion has been issued.
Hence, the 2025 financial statements (including consolidated financial statements), business reports and earnings distribution proposal approved by the Audit Committee and ratified by the Board are in compliance with relevant laws and regulations, and presented pursuant to Article 219 of the Company Act.
Please review.
Submitted to:
2026 Annual Shareholders’ Meeting of Voltronic Power Technology Corp.
Convenor of Audit Committee: Li Chien-Jan
March 6, 2026
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【Appendix 3】
Voltronic Power Technology Corp.
2025 Significant Transactions with Related Parties
Unit: NT$1,000
| Item | Counterparty | Transaction amount | Transaction terms and conditions | Prices calculated based on principles approved by Board of Directors | Breaching of upper limit for annual transaction amount set by Board of Directors |
|---|---|---|---|---|---|
| Operating Revenue | RPS | 532,520 | 1. Price adjustment based on market conditions | ||
| 2. Payment collection from 60 to 150 days on a monthly settlement basis. | Yes | No | |||
| FSP | 110,558 | Yes | No | ||
| Purchase | RPS | 5,564 | 1. Price adjustment based on market conditions | ||
| 2. Payment collection is 150 days on a monthly settlement basis. | Yes | No |
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【Appendix 4】
Independent Auditors' Report
The Board of Directors and Shareholders
Voltronic Power Technology Corp.
Opinion
We have audited the accompanying parent company only financial statements of Voltronic Power Technology Corp. (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 notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the accompanying 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 identified in the Company's parent company only financial statements for the year ended December 31, 2025 is described as follows:
Validity of Occurrence of Operating Revenue
Since the Company is listed on the Taiwan Stock Exchange, the management may be under pressure to meet the profit targets in order to maintain shareholders' and external investors' expectations for revenue growth. Furthermore, operating revenue is one of the important indicators to measure the Company's profitability and operating performance, and revenue recognition is inherently a higher risk. Among all the customers in 2025, operating revenue came from customers whose transaction amounts have increased and whose total transaction amounts for the whole year were significant, with the transaction amount accounting for 35% of the operating revenue. Therefore, we identified whether these significant transactions actually occurred as a key audit matter. The revenue recognition accounting policy is disclosed in Note 4 to the Company's parent company only financial statements.
In response, we performed the following audit procedures:
- We obtained an understanding of the internal controls related to the actual occurrence of operating revenue from the aforementioned sales transactions and assessed the operating effectiveness of the design and implementation of these controls.
- We performed substantive testing of the aforementioned transactions. Through sampling from the transactions, we further examined the shipping documents and the recovery of receivables to verify the occurrence of the transactions.
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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
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Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
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 auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Cheng-Chuan Yu and Wei-Lun Hung.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 6, 2026
Notice to Readers
The accompanying parent company only 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 parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying parent company only 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 parent company only financial statements shall prevail.
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VOLTRONIC POWER TECHNOLOGY CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 4,247,187 | 17 | $ 4,692,273 | 20 |
| Notes receivable (Notes 4, 8 and 20) | 23,118 | - | 104,745 | - |
| Trade receivables (Notes 4, 8 and 20) | 2,622,641 | 11 | 2,735,828 | 11 |
| Trade receivables from related parties (Notes 4, 8, 20 and 28) | 145,056 | 1 | 173,542 | 1 |
| Other receivables (Notes 4 and 8) | 19,570 | - | 28,602 | - |
| Inventories (Notes 4 and 9) | 152,728 | 1 | 136,027 | 1 |
| Other current assets (Note 14) | 11,831 | - | 10,215 | - |
| Total current assets | 7,222,131 | 30 | 7,881,232 | 33 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 27) | 101,368 | - | 61,417 | - |
| Investments accounted for using the equity method (Notes 4 and 10) | 14,573,634 | 59 | 13,362,219 | 56 |
| Property, plant and equipment (Notes 4, 11 and 29) | 2,437,838 | 10 | 2,479,863 | 11 |
| Right-of-use assets (Notes 4 and 12) | 662 | - | 646 | - |
| Other intangible assets (Notes 4 and 13) | 4,599 | - | 8,261 | - |
| Deferred tax assets (Notes 4 and 22) | 143,984 | 1 | 35,259 | - |
| Other non-current assets (Notes 4 and 14) | 1,173 | - | 1,565 | - |
| Total non-current assets | 17,263,258 | 70 | 15,949,230 | 67 |
| TOTAL | $ 24,485,389 | 100 | $ 23,830,462 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Contract liabilities - current (Notes 4 and 20) | $ 232,376 | 1 | $ 381,310 | 2 |
| Notes payable (Note 16) | - | - | 6 | - |
| Trade payables (Note 16) | 20,631 | - | 17,713 | - |
| Trade payables to related parties (Note 28) | 13,114,860 | 54 | 11,916,219 | 50 |
| Other payables (Note 17) | 574,279 | 2 | 535,384 | 2 |
| Current tax liabilities (Notes 4 and 22) | 351,242 | 2 | 289,687 | 1 |
| Lease liabilities - current (Notes 4 and 12) | 354 | - | 686 | - |
| Current portion of long-term borrowings (Notes 15 and 29) | 97,860 | - | 97,860 | - |
| Other current liabilities (Note 17) | 2,231 | - | 2,088 | - |
| Total current liabilities | 14,393,833 | 59 | 13,240,953 | 55 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 15 and 29) | 538,230 | 2 | 636,090 | 3 |
| Deferred tax liabilities (Notes 4 and 22) | - | - | 23,896 | - |
| Lease liabilities - non-current (Notes 4 and 12) | 311 | - | - | - |
| Other non-current liabilities (Note 17) | - | - | 371 | - |
| Total non-current liabilities | 538,541 | 2 | 660,357 | 3 |
| Total liabilities | 14,932,374 | 61 | 13,901,310 | 58 |
| EQUITY (Note 19) | ||||
| Share capital | ||||
| Ordinary shares | 877,036 | 4 | 877,206 | 4 |
| Capital surplus | 1,377,293 | 6 | 1,580,612 | 7 |
| Retained earnings | ||||
| Legal reserve | 2,761,914 | 11 | 2,341,482 | 10 |
| Special reserve | - | - | 349,767 | 1 |
| Unappropriated earnings | 4,651,316 | 19 | 4,796,274 | 20 |
| Total retained earnings | 7,413,230 | 30 | 7,487,523 | 31 |
| Other equity (Notes 4, 19 and 24) | (114,544) | (1) | (16,189) | - |
| Total equity | 9,553,015 | 39 | 9,929,152 | 42 |
| TOTAL | $ 24,485,389 | 100 | $ 23,830,462 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
VOLTRONIC POWER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE | ||||
| Sales (Notes 4, 20 and 28) | $ 17,563,641 | 100 | $ 19,819,309 | 100 |
| OPERATING COSTS | ||||
| Cost of goods sold (Notes 9, 21 and 28) | (14,194,754) | (81) | (16,326,197) | (83) |
| GROSS PROFIT | 3,368,887 | 19 | 3,493,112 | 17 |
| OPERATING EXPENSES (Note 21) | ||||
| Selling and marketing expenses | (213,028) | (1) | (284,116) | (1) |
| General and administrative expenses | (263,650) | (2) | (304,253) | (2) |
| Research and development expenses | (186,494) | (1) | (225,635) | (1) |
| Expected credit loss (Notes 4 and 8) | (11,691) | - | (8,518) | - |
| Total operating expenses | (674,863) | (4) | (822,522) | (4) |
| PROFIT FROM OPERATIONS | 2,694,024 | 15 | 2,670,590 | 13 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 21) | 160,739 | 1 | 197,978 | 1 |
| Other income (Note 21) | 510 | - | 308 | - |
| Other gains and losses (Note 21) | (174,190) | (1) | (226,485) | (1) |
| Finance costs (Note 21) | (40,870) | - | (55,264) | - |
| Share of profit of subsidiaries, associates and joint ventures (Note 4) | 1,439,558 | 8 | 2,160,220 | 11 |
| Total non-operating income and expenses | 1,385,747 | 8 | 2,076,757 | 11 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 4,079,771 | 23 | 4,747,347 | 24 |
| INCOME TAX EXPENSE (Notes 4 and 22) | (558,896) | (3) | (543,025) | (3) |
| NET PROFIT FOR THE YEAR | 3,520,875 | 20 | 4,204,322 | 21 |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 19) | (262,658) | (1) | 556,686 | 3 |
| (Continued) |
VOLTRONIC POWER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 19 and 22) | $ 52,532 | - | $ (111,337) | (1) |
| Other comprehensive (loss) income for the year, net of income tax | (210,126) | (1) | 445,349 | 2 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 3,310,749 | 19 | $ 4,649,671 | 23 |
| EARNINGS PER SHARE (Note 23) | ||||
| Basic | $ 40.23 | $ 48.13 | ||
| Diluted | $ 40.05 | $ 47.88 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
VOLTRONIC POWER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Shares Capital | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Others | |||||
| BALANCE AT JANUARY 1, 2024 | $ 877,306 | $ 1,772,473 | $ 1,979,226 | $ 200,346 | $ 4,217,639 | $ (349,767) | $ (339,420) | $ - | $ 8,357,803 |
| Appropriation of 2023 earnings (Note 19) | |||||||||
| Legal reserve | - | - | 362,256 | - | (362,256) | - | - | - | - |
| Special reserve | - | - | - | 149,421 | (149,421) | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | (3,114,435) | - | - | - | (3,114,435) |
| Cash from capital surplus (Note 19) | - | (175,461) | - | - | - | - | - | - | (175,461) |
| Share-based payment transactions (Notes 19, 21 and 24) | (100) | (16,400) | - | - | 425 | - | 227,649 | - | 211,574 |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 4,204,322 | - | - | - | 4,204,322 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax (Note 19) | - | - | - | - | - | 445,349 | - | - | 445,349 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 4,204,322 | 445,349 | - | - | 4,649,671 |
| BALANCE AT DECEMBER 31, 2024 | 877,206 | 1,580,612 | 2,341,482 | 349,767 | 4,796,274 | 95,582 | (111,771) | - | 9,929,152 |
| Appropriation of 2024 earnings (Note 19) | |||||||||
| Legal reserve | - | - | 420,432 | - | (420,432) | - | - | - | - |
| Cash dividends distributed by the Company | - | - | - | - | (3,596,543) | - | - | - | (3,596,543) |
| Reversal of special reserve | - | - | - | (349,767) | 349,767 | - | - | - | - |
| Donations from shareholders | - | 2 | - | - | - | - | - | (2) | - |
| Cash from capital surplus (Note 19) | - | (175,441) | - | - | - | - | - | - | (175,441) |
| Share-based payment transactions (Notes 19, 21 and 24) | (170) | (27,880) | - | - | 1,377 | - | 111,771 | - | 85,098 |
| Disposal of treasury shares | - | - | - | - | (2) | - | - | 2 | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 3,520,875 | - | - | - | 3,520,875 |
| Other comprehensive income for the year ended December 31, 2025, net of income tax (Note 19) | - | - | - | - | - | (210,126) | - | - | (210,126) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 3,520,875 | (210,126) | - | - | 3,310,749 |
| BALANCE AT DECEMBER 31, 2025 | $ 877,036 | $ 1,377,293 | $ 2,761,914 | $ - | $ 4,651,316 | $ (114,544) | $ - | $ - | $ 9,553,015 |
The accompanying notes are an integral part of the parent company only financial statements.
VOLTRONIC POWER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 4,079,771 | $ 4,747,347 |
| Adjustments for: | ||
| Depreciation expense | 50,082 | 49,102 |
| Amortization expense | 4,905 | 7,135 |
| Expected credit loss recognized on trade receivables | 11,691 | 8,518 |
| Net gain on financial assets at fair value through profit or loss | (23,246) | (2,351) |
| Finance costs | 40,870 | 55,264 |
| Interest income | (160,739) | (197,978) |
| Compensation cost of employee share options | 50,583 | 106,922 |
| Share of profit of subsidiaries, associates and joint ventures | (1,439,558) | (2,160,220) |
| Write-downs of inventories | 2,421 | 1,519 |
| Net (loss) gain on foreign currency exchange | 413,028 | (40,975) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 81,627 | (47,228) |
| Trade receivables | 111,226 | (338,078) |
| Trade receivables from related parties | 29,166 | (15,203) |
| Other receivables | (490) | 688 |
| Inventories | (19,122) | (59,474) |
| Other current assets | (1,616) | 2,085 |
| Contract liabilities | (148,934) | 95,521 |
| Notes payable | (6) | (38) |
| Trade payables | 2,918 | 1,993 |
| Trade payables to related parties | 966,670 | 2,241,345 |
| Other payables | 37,822 | 108,062 |
| Other current liabilities | 143 | 58 |
| Cash generated from operations | 4,089,212 | 4,564,014 |
| Interest received | 170,261 | 189,650 |
| Interest paid | (40,870) | (55,264) |
| Income tax paid | (577,430) | (361,160) |
| Net cash generated from operating activities | 3,641,173 | 4,337,240 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through profit or loss | (16,705) | (16,704) |
| Net cash outflow from acquisition of subsidiaries | - | (16,135) |
| Acquisition of property, plant and equipment | (6,013) | (14,108) |
| Increase in refundable deposits | - | (200) |
| Decrease in refundable deposits | 537 | - |
| Payments for intangible assets | (1,243) | (2,470) |
| Increase in prepayments for equipment | (1,483) | (4,677) |
| Net cash used in investing activities | (24,907) | (54,294) |
| CASH FLOWS FROM FINANCING ACTIVITIES | (Continued) |
20
VOLTRONIC POWER TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Repayments of long-term borrowings | $ (97,860) | $ (97,860) |
| Increase in guarantee deposits received | - | 371 |
| Decrease in guarantee deposits received | (371) | - |
| Repayment of the principal portion of lease liabilities | (743) | (782) |
| Distributed cash dividends | (3,771,984) | (3,289,896) |
| Net cash used in financing activities | (3,870,958) | (3,388,167) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (190,394) | 244,597 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (445,086) | 1,139,376 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 4,692,273 | 3,552,897 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 4,247,187 | $ 4,692,273 |
The accompanying notes are an integral part of the parent company only financial statements. (Concluded)
22
Independent Auditors' Report
The Board of Directors and Shareholders
Voltronic Power Technology Corp.
Opinion
We have audited the accompanying consolidated financial statements of Voltronic Power Technology Corp. and its subsidiaries (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 consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 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.
The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:
Validity of Occurrence of Operating Revenue
Since the Group is listed on the Taiwan Stock Exchange, the management may be under pressure to meet the profit targets in order to maintain shareholders’ and external investors’ expectations for revenue growth. Furthermore, operating revenue is one of the important indicators to measure the Group’s profitability and operating performance, and revenue recognition is inherently a higher risk. Among all the customers in 2025, operating revenue came from customers whose transaction amounts have increased and whose total transaction amounts for the whole year were significant, with the transaction amount accounting for 29% of the consolidated operating revenue. Therefore, we identified whether these significant transactions actually occurred as a key audit matter. The revenue recognition accounting policy is disclosed in Note 4 to the consolidated financial statements.
In response, we performed the following audit procedures:
- We obtained an understanding of the internal controls related to the actual occurrence of operating revenue from the aforementioned sales transactions and assessed the operating effectiveness of the design and implementation of these controls.
- We performed substantive testing of the aforementioned transactions. Through sampling from the transactions, we further examined the shipping documents and the recovery of receivables to verify the occurrence of the transactions.
Other Matter
We have also audited the parent company only financial statements of Voltronic Power 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 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 of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
23
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in
24
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Cheng-Chuan Yu and Wei-Lun Hung.
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.
25
VOLTRONIC POWER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 6,415,213 | 38 | $ 6,556,415 | 38 |
| Financial assets at amortized cost - current (Notes 8 and 30) | 323,094 | 2 | - | - |
| Notes receivable (Notes 4, 9 and 21) | 23,118 | - | 104,745 | 1 |
| Trade receivables (Notes 4, 9 and 21) | 3,220,182 | 19 | 3,169,541 | 18 |
| Trade receivables from related parties (Notes 4, 9, 21 and 29) | 143,753 | 1 | 175,533 | 1 |
| Other receivables (Notes 4 and 9) | 52,105 | - | 67,979 | - |
| Current tax assets (Notes 4 and 23) | 15,844 | - | - | - |
| Inventories (Notes 4 and 10) | 1,796,131 | 10 | 2,092,788 | 12 |
| Other current assets (Note 15) | 286,328 | 2 | 256,431 | 2 |
| Total current assets | 12,275,768 | 72 | 12,423,432 | 72 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 28) | 101,368 | 1 | 61,417 | - |
| Property, plant and equipment (Notes 4, 12, 30 and 31) | 4,171,549 | 24 | 4,390,165 | 25 |
| Right-of-use assets (Notes 4 and 13) | 285,988 | 2 | 301,416 | 2 |
| Other intangible assets (Notes 4 and 14) | 8,869 | - | 11,795 | - |
| Deferred tax assets (Notes 4 and 23) | 202,503 | 1 | 94,786 | 1 |
| Other non-current assets (Notes 4 and 15) | 37,804 | - | 38,463 | - |
| Total non-current assets | 4,808,081 | 28 | 4,898,042 | 28 |
| TOTAL | $ 17,083,849 | 100 | $ 17,321,474 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Contract liabilities - current (Notes 4 and 21) | $ 267,287 | 1 | $ 483,445 | 3 |
| Notes payable (Note 17) | 319,908 | 2 | 6 | - |
| Trade payables (Note 17) | 4,473,579 | 26 | 4,342,762 | 25 |
| Trade payables to related parties (Note 29) | 2,223 | - | 7,322 | - |
| Other payables (Note 18) | 1,201,489 | 7 | 1,202,418 | 7 |
| Current tax liabilities (Notes 4 and 23) | 443,765 | 3 | 409,863 | 2 |
| Lease liabilities - current (Notes 4 and 13) | 73,066 | - | 80,452 | - |
| Current portion of long-term borrowings (Notes 16 and 30) | 97,860 | 1 | 97,860 | 1 |
| Other current liabilities (Note 18) | 2,318 | - | 2,096 | - |
| Total current liabilities | 6,881,495 | 40 | 6,626,224 | 38 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Notes 16 and 30) | 538,230 | 3 | 636,090 | 4 |
| Deferred tax liabilities (Notes 4 and 23) | 22,137 | - | 45,743 | - |
| Lease liabilities - non-current (Notes 4 and 13) | 87,209 | 1 | 82,417 | 1 |
| Other non-current liabilities (Note 18) | 1,763 | - | 1,848 | - |
| Total non-current liabilities | 649,339 | 4 | 766,098 | 5 |
| Total liabilities | 7,530,834 | 44 | 7,392,322 | 43 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20) | ||||
| Share capital | ||||
| Ordinary shares | 877,036 | 5 | 877,206 | 5 |
| Capital surplus | 1,377,293 | 8 | 1,580,612 | 9 |
| Retained earnings | ||||
| Legal reserve | 2,761,914 | 16 | 2,341,482 | 13 |
| Special reserve | - | - | 349,767 | 2 |
| Unappropriated earnings | 4,651,316 | 28 | 4,796,274 | 28 |
| Total retained earnings | 7,413,230 | 44 | 7,487,523 | 43 |
| Other equity (Notes 4, 20 and 25) | (114,544) | (1) | (16,189) | - |
| Total equity | 9,553,015 | 56 | 9,929,152 | 57 |
| TOTAL | $ 17,083,849 | 100 | $ 17,321,474 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
VOLTRONIC POWER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE | ||||
| Sales (Notes 4, 21 and 29) | $ 20,521,345 | 100 | $ 22,813,347 | 100 |
| OPERATING COSTS | ||||
| Cost of goods sold (Notes 10, 22 and 29) | (14,560,923) | (71) | (15,790,331) | (69) |
| GROSS PROFIT | 5,960,422 | 29 | 7,023,016 | 31 |
| OPERATING EXPENSES (Note 22) | ||||
| Selling and marketing expenses | (305,263) | (2) | (385,308) | (2) |
| General and administrative expenses | (471,251) | (2) | (554,671) | (3) |
| Research and development expenses | (844,673) | (4) | (961,901) | (4) |
| Expect credit loss (Notes 4 and 9) | (10,548) | - | (6,250) | - |
| Total operating expenses | (1,631,735) | (8) | (1,908,130) | (9) |
| PROFIT FROM OPERATIONS | 4,328,687 | 21 | 5,114,886 | 22 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 22) | 187,745 | 1 | 229,591 | 1 |
| Other income (Note 22) | 7,595 | - | 14,768 | - |
| Other gains and losses (Note 22) | (158,250) | (1) | (204,039) | (1) |
| Finance costs (Note 22) | (48,887) | - | (65,150) | - |
| Total non-operating income and expenses | (11,797) | - | (24,830) | - |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 4,316,890 | 21 | 5,090,056 | 22 |
| INCOME TAX EXPENSE (Notes 4 and 23) | (796,015) | (4) | (885,734) | (4) |
| NET PROFIT FOR THE YEAR | 3,520,875 | 17 | 4,204,322 | 18 |
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||
| Items that may be reclassified subsequently to profit or loss | ||||
| Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 20) | (262,658) | (1) | 556,686 | 2 |
| Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 20 and 23) | 52,532 | - | (111,337) | - |
(Continued)
VOLTRONIC POWER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Other comprehensive (loss) income for the year, net of income tax | $ (210,126) | (1) | $ 445,349 | 2 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 3,310,749 | 16 | $ 4,649,671 | 20 |
| EARNINGS PER SHARE (Note 24) | ||||
| Basic | $ 40.23 | $ 48.13 | ||
| Diluted | $ 40.05 | $ 47.88 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
28
VOLTRONIC POWER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Shares Capital | Capital Surplus | Retained Earnings | Other Equity | Treasury Shares | Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Others | ||||||
| BALANCE AT JANUARY 1, 2024 | $ 877,306 | $ 1,772,473 | $ 1,979,226 | $ 200,346 | $ 4,217,639 | $ (349,767) | $ (339,420) | $ - | $ 8,357,803 | |
| Appropriation of 2023 earnings (Note 20) | ||||||||||
| Legal reserve | - | - | 362,256 | - | (362,256) | - | - | - | - | |
| Special reserve | - | - | - | 149,421 | (149,421) | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | (3,114,435) | - | - | - | (3,114,435) | |
| Cash from capital surplus (Note 20) | - | (175,461) | - | - | - | - | - | - | (175,461) | |
| Share-based payment transactions (Notes 20, 22 and 25) | (100) | (16,400) | - | - | 425 | - | 227,649 | - | 211,574 | |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 4,204,322 | - | - | - | 4,204,322 | |
| Other comprehensive income for the year ended December 31, 2024, net of income tax (Note 20) | - | - | - | - | - | 445,349 | - | - | 445,349 | |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | 4,204,322 | 445,349 | - | - | 4,649,671 | |
| BALANCE AT DECEMBER 31, 2024 | 877,206 | 1,580,612 | 2,341,482 | 349,767 | 4,796,274 | 95,582 | (111,771) | - | 9,929,152 | |
| Appropriation of 2024 earnings (Note 20) | ||||||||||
| Legal reserve | - | - | 420,432 | - | (420,432) | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | (3,596,543) | - | - | - | (3,596,543) | |
| Reversal of special reserve | - | - | - | (349,767) | 349,767 | - | - | - | - | |
| Donations from shareholders | - | 2 | - | - | - | - | - | (2) | - | |
| Cash from capital surplus (Note 20) | - | (175,441) | - | - | - | - | - | - | (175,441) | |
| Share-based payment transactions (Notes 20, 22 and 25) | (170) | (27,880) | - | - | 1,377 | - | 111,771 | - | 85,098 | |
| Disposal of treasury shares | - | - | - | - | (2) | - | - | 2 | - | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | 3,520,875 | - | - | - | 3,520,875 | |
| Other comprehensive income for the year ended December 31, 2025, net of income tax (Note 20) | - | - | - | - | - | (210,126) | - | - | (210,126) | |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | 3,520,875 | (210,126) | - | - | 3,310,749 | |
| BALANCE AT DECEMBER 31, 2025 | $ 877,036 | $ 1,377,293 | $ 2,761,914 | $ - | $ 4,651,316 | $ (114,544) | $ - | $ - | $ 9,553,015 |
The accompanying notes are an integral part of the consolidated financial statements.
VOLTRONIC POWER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 4,316,890 | $ 5,090,056 |
| Adjustments for: | ||
| Depreciation expenses | 303,668 | 335,685 |
| Amortization expenses | 9,055 | 13,139 |
| Expected credit loss recognized on trade receivables | 10,548 | 6,250 |
| Net gain on financial assets at fair value through profit or loss | (23,246) | (2,351) |
| Finance costs | 48,887 | 65,150 |
| Interest income | (187,745) | (229,591) |
| Compensation cost of employee share options | 85,098 | 211,574 |
| Loss on disposal of property, plant and equipment | 6,841 | 556 |
| Write-downs of inventories | 20,047 | 21,196 |
| Gain on lease modification | (1,938) | (167) |
| Net loss (gain) on foreign currency exchange | 183,999 | (383,900) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 81,627 | (47,228) |
| Trade receivables | (51,409) | (315,496) |
| Trade receivables from related parties | 32,298 | (8,519) |
| Other receivables | 6,352 | (1,586) |
| Inventories | 278,021 | (704,756) |
| Other current assets | (29,897) | (62,624) |
| Contract liabilities | (216,158) | 135,632 |
| Notes payable | 319,902 | (38) |
| Trade payables | 130,817 | 659,779 |
| Trade payables to related parties | (5,099) | 3,137 |
| Other payables | 6,118 | 120,961 |
| Other current liabilities | 222 | 66 |
| Cash generated from operations | 5,324,898 | 4,906,925 |
| Interest received | 197,267 | 221,263 |
| Interest paid | (48,887) | (65,150) |
| Income tax paid | (856,748) | (659,339) |
| Net cash generated from operating activities | 4,616,530 | 4,403,699 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of financial assets at amortized cost | (315,954) | - |
| Purchase of financial assets at fair value through profit or loss | (16,705) | (16,704) |
| Acquisition of property, plant and equipment | (45,251) | (76,861) |
| Proceeds from the disposal of property, plant and equipment | 738 | 2,156 |
| Decrease in refundable deposits | 3,460 | 3,609 |
| Payments for intangible assets | (6,192) | (5,855) |
| Increase in prepayments for equipment | (14,781) | (10,239) |
| Net cash used in investing activities | (394,685) | (103,894) |
(Continued)
VOLTRONIC POWER TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayments of long-term borrowings | $ (97,860) | $ (97,860) |
| Proceeds from refund of deposits received | (65) | (203) |
| Repayment of the principal portion of lease liabilities | (73,992) | (100,472) |
| Distributed cash dividends | (3,771,984) | (3,289,896) |
| Net cash used in financing activities | (3,943,901) | (3,488,431) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES | (419,146) | 700,334 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (141,202) | 1,511,708 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 6,556,415 | 5,044,707 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 6,415,213 | $ 6,556,415 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
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【Appendix 5】
Voltronic Power Technology Corp.
2025 Earnings Distribution
Unit: NT dollar
| Items | Amount | |
|---|---|---|
| Subtotal | Total | |
| Undistributed earnings available for distribution at the beginning of the year | 1,129,065,667 | |
| 2025 Net profit after tax | 3,520,875,413 | |
| Cancelation of the Restricted Stock Awards as a credit entry to retain earnings | 1,377,000 | |
| Cancelation of treasury shares and debit of retained earnings | (1,738) | |
| Net profit after tax during the period and items other than net profit after tax during the period added to the undistributed earnings for the year | 3,522,250,675 | |
| Legal reserve (10%), set aside by law | (352,087,541) | |
| Recognition of special reserve according to law | (114,542,328) | |
| Distributable net profit as of this period | 4,184,686,473 | |
| Distribution | ||
| Cash dividend: $35 per share | (3,069,624,810) | |
| Undistributed earnings | 1,115,061,663 |
Note: The distribution amount per share stated in the above earnings distribution proposal is calculated depending on number of outstanding shares at the date of resolution of the board of directors on March 6, 2026. Actual distribution amount will be recalculated depending on number of outstanding shares on the record date of ex-dividend.
Chairman: Hsieh Juro-Ming Manager: Hsieh Juro-Ming Accounting Chief: Chiehmin Wang
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IV._Annexes
【Annex 1】Articles of Incorporation
Articles of Incorporation of Voltronic Power Technology Corp.
Chapter I General Provisions
Article 1: This Company is duly incorporated under the provisions set forth in the Company Act in the full name of Voltronic Power Technology Corp. in English (Hereinafter referred to as the Company).
Article 2: The Company shall engage in the following business lines:
- F113050 Wholesale of Computing and Business Machinery Equipment
- F118010 Wholesale of Computer Software
- F119010 Wholesale of Electronic Materials
- F401010 International Trade
- IG03010 Energy Technical Services
- E605010 Computing Equipment Installation Construction
- E603050 Cybernation Equipment Construction
- CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
- I501010 Product Designing
- I599990 Other Designing
- CC01080 Electronics Components Manufacturing
- F113110 Wholesale of Batteries
- Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may render external guarantee in response to business needs.
Article 4: The aggregate total of outward investment by the Company is free of the 40% of the Company's paid-in capital as set forth under Article 13 of the Company Act.
Article 5: The Company is headquartered in Taipei City and may have branches or offices established elsewhere at home and abroad as appropriate as resolved in the board of directors.
Article 6: Public announcements of the Company shall be duly made according to Article 28 of Company Act.
Chapter II Shares
Article 7: The Company has a total capital in amount of One Billion New Taiwan Dollars, divided into 100 million shares at 10 New Taiwan Dollars par value, to be issued in common shares in all cases. The board of directors is bestowed with full powers to resolve decision to issue the unissued shares in installments.
The Company's capital mentioned in the preceding paragraph shall have 20 million New Taiwan Dollars reserved for issuance of employee stock option certificates, preferred shares with warrants or corporate bonds with warrants ready for exercise of warrants. The board of directors is bestowed with full powers to resolve decision to issue all such in installments.
In the event that the Company issues employee stock option certificates at the price below the net worth per share as shown through the latest term financial statements after the Company goes public, a decision shall be resolved by a majority vote in the meeting attended by shareholders representing a two-thirds majority of the total voting powers held by the present shareholders who represent a majority of the aggregate total of the Company's outstanding shares before issuance.
In the event that the Company intends to issue new shares with restricted powers to employees after the Company goes public in stock issuance, the Company shall duly resolve decision through the shareholders' meeting in accordance with Article 60~2 of "Regulations Governing the Offering and Issuance of Securities by Securities Issuers". The Company shall provide enumerated explanation in the shareholders' meeting and shall not raise such an issue by means of extraordinary motions. The new shares issued by the Restricted Stock Awards and the Takeover Shares in the preceding paragraph are issued to the controlling or subordinate company employees who meet the conditions set by the Board of Directors.
Article 8: The Company's share certificates are the registered ones and shall be duly signed and sealed by the director representing the Company and duly numbered and authenticated by a bank entitled to serve as a stock issuer according to law before issuance.
After the Company goes public in stock issuance, the Company may be exempted from printing share certificates but shall duly complete the registration process with the centralized securities depository institution.
Article 9: No name change or ownership transfer of shares shall be handled within thirty (30) days prior to an annual meeting of shareholders, within fifteen (15) days prior to a shareholders' extraordinary meeting, or within five (5) days prior to the allocation of a dividend's bonus or any other benefits. The aforementioned periods shall start to run on the date scheduled for the shareholders' meeting or the base (reference) date thereof.
No transfer of shares shall be handled within sixty (60) days prior to an annual meeting of shareholders, within thirty (30) days prior to a shareholders' extraordinary meeting, or within five (5) days prior to the allocation of a dividend's bonus or any other benefits.
Chapter III Shareholders' meeting
Article 10: The shareholders' meeting hereof is in two categories, i.e., the shareholders' regular meeting and special shareholders meeting. The shareholders' regular meeting shall be convened once per annum minimum within six (6) months from the closing of each fiscal year. The special shareholders meeting may be duly convened whenever necessary. The shareholders' meetings shall be duly convened in accordance with Article 172 of the Company Act.
Unless otherwise prescribed by law, the shareholders' meeting shall be convened and chaired by the chairman. Where the chairman is absent or unavailable to exercise powers, the substitution shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act. Where the shareholders' meeting is convened by a person outside of the board of directors, the convener shall chair the meeting. In case of two or more conveners, one convener shall be duly appointed from among themselves to chair the meeting.
Article 11: A shareholder who is unavailable to attend a shareholders' meeting in person may duly issue the written proxy in the Company provided form which shall expressly bear the
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scope of the authorized powers, and shall be duly signed and affixed seal to appoint a proxy to attend the meeting.
After the Company goes public in stock issuance, except the provisions as set forth under Article 177 of the Company Act and Article 25~1 of the Securities and Exchange Act, the Company shall duly act exactly in accordance with the "Regulations Governing Use of Proxies in the Shareholders' Meeting of Public Companies"
Article 12: Each share held by a shareholder of the Company is entitled to one vote except the case of restricted voting power or no voting power as set forth under the Company Act.
Article 13: Unless otherwise provided for in the Company Act, decisions in the shareholders' meeting shall be resolved by a majority vote in the meeting which is attended by shareholders who represent a majority of the total issued shares.
Article 14: In the event that the Company intends to revoke public issuance after the Company goes public in stock issuance, the Company, the Company shall duly resolve a decision in the shareholders' meeting and duly apply to the competent authority. The provision set forth under this Article shall not be changed during the exchange-listed (over-the-counter) stocks.
Chapter IV Directors and Audit Committee
Article 15: The Company has 5~8 directors, with a three-year tenure of office, to be elected from among the shareholders with disposing capacity and eligible for reelection.
The Company may set three independent directors as the minimum among the quota of directors mentioned in the preceding paragraph. The Company's directors (including independent directors) shall be elected in the candidate nomination system. The Company shall handle all such issues regarding the tenure of office, professional qualification requirements, shareholding ratio, restriction on moonlighting, methods of nomination and such other issues to be complied with exactly in accordance with the requirements promulgated by the competent authority over securities.
The Company shall handle the aggregate total shareholding ratio of all directors exactly in accordance with the requirements of the competent authority over securities.
The Company may acquire liability insurance for the directors to insure themselves from potential risk in exercise of their duties within the scope of business lines during their tenure of office. The board of directors is bestowed with full powers to resolve decisions regarding the acquirement of insurance.
Exactly in accordance with the requirements set forth under Article 14~4 of Securities and Exchange Act, the Company shall set up Audit Committee which shall be organized by all independent directors. Among such independent directors, a minimum of one should hold expertise in accounting or finance and shall have regular domicile within the territories of the Republic of China; including one who shall serve as the convener.
Article 16: The directors shall organize the board of directors. One chairman shall be duly elected at a meeting with attendance of two-thirds majority of directors and a majority vote of the attending directors. The chairman shall represent the Company externally.
Article 17: Unless otherwise prescribed in the Company Act, the Board meeting shall be convened by the chairman.
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The notices to a Board meeting shall be served to all directors in writing, or by means of e-mail or FAX seven (7) days in advance of the date scheduled for the meeting. But a Board meeting may be convened at any time in case of an emergency.
A Board meeting shall be chaired by the Company's chairman. During the chairman's absence or unavailability for performance of duties, the substitution shall be duly handled in accordance with Article 208 of the Company Act.
Unless otherwise provided for in the Company Act, decisions in the Board meeting shall be resolved by a majority vote in the meeting attended by directors representing a majority of the total number of directors.
Article 18: A director may authorize another director to serve as his or her proxy. The proxy shall expressly bear the scope of authorized powers, provided, that one director may serve as a proxy only for another director.
Article 19: The Audit Committee shall assume the responsibility to exercise the responsibilities and powers of supervisors in accordance with the Company Act, Securities and Exchange Act and other laws and regulations concerned as well as the responsibilities and powers for an Audit Committee defined under the Securities and Exchange Act.
Article 20: Where all directors attend the Company's duties, the Company shall pay them with remuneration disregarding whether the Company operates at a profit or loss. The amount of the remuneration shall be duly determined with reference to the extent of their participation in the Company's business operation and value of their contribution and also with reference to the rate normally prevalent in the horizontal trades.
Article 21: The Company may set a variety of functional committees under the board of directors. The establishment of the relevant committees and their responsibilities and powers shall be duly handled in accordance with the requirements of the competent authority.
Chapter V Managerial officers
Article 22: The Company may set up managerial officers who shall be duly appointed, discharged and paid in accordance with Article 29 of the Company Act.
Chapter VI Accounting
Article 23: The Company's fiscal year is starting from January 1 until December 31 of every calendar year. Upon the end of every fiscal year, under consent by the Audit Committee and subject to decision resolved by the board of directors, the board of directors shall work out (I) Financial statements, (II) Business report; (III) Proposal for distribution of earnings and makeup of loss and submit them to the Audit Committee for auditing process thirty (30) days prior to the date scheduled to convene the annual meeting of shareholders. Subsequently in turn, the Audit Committee shall issue the audit report for the aforementioned (I) Financial statements, (II) Business report; (III) Proposal for distribution of earnings and makeup of loss and submit them to the annual meeting of shareholders for acknowledgement.
Article 24: From the profit made by the Company in a fiscal year (The term "profit" as set forth herein denotes profit before tax and before deduction for remuneration to employees and remuneration to director), a sum $3.75\% \sim 11.5\%$ shall be distributed as remuneration to employees (no less than $5\%$ of this allocation should be distributed to entry-level employees and $3.75\%$ maximum as remuneration to the directors. Where the Company remains in accumulated loss (including the amount to be taken to adjust the unappropriated retained earnings), nevertheless, the sum to make up the loss shall be withheld beforehand.
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The remuneration to employees mentioned in the preceding Paragraph may be granted either in cash or with stocks. The payees may include employees of subordinate company (ies) consistent with the conditions enacted by the Board of Directors. The remuneration to directors mentioned in the preceding Paragraph shall be distributed only in cash.
The issues mentioned in the two preceding Paragraphs call for the decision to be resolved in the board of directors and shall be reported to the shareholders' meeting.
Before the Company's Audit Committee is set up, the remuneration to supervisors shall be consolidated into the remuneration to directors and shall be distributed within the 3.75% maximum. The provision set forth under this Article is applicable mutatis mutandis to remuneration to supervisors.
Article 24-1: From the net profit earned by the Company after tax as shown through the general final annual account, the sum to make up accumulated loss (including the amount for adjustment of the unappropriated retained earnings), a sum 10% shall be distributed according to law as legal reserve unless the accumulated legal reserve is up to the aggregate total of the Company's paid-in capital. Then the sum for special reserve shall be distributed or rotated according to law or requirements by the competent authority. The balance along with the unappropriated retained earnings at beginning of the term (including the adjustment of the unappropriated retained earnings) shall be distributed as bonus to shareholders at the percentage as proposed by the Board and resolved by the shareholders' meeting.
The Company holds the dividend policy in coordination with the current and future development plans, given the ambiance of investment, need for working capital and competition facts at home and abroad, and taking into account the interests of shareholders. From the distributable earnings in every fiscal year, a sum 20% minimum shall be distributed as bonus to shareholders which may be distributed with either cash or stocks. In the policy of balanced stability, the Company may allocate cash dividend not below 10% of the aggregate total of dividend. In the event that the bonus to shareholders per share is below NT$0.3, nevertheless, the bonus may be withheld and not be allocated as resolved by the board of directors and acknowledged by shareholders' meeting.
Where the Company does not operate with earnings, the Company shall not allocate dividend and bonus. Given the factors of the Company's financial conditions, business operation and managerial aspects, nevertheless, the Company may take the legal reserve and capital reserve into allocation either in whole or in part according to laws and ordinances concerned and the requirements of the competent authority.
Chapter VII Supplementary provisions
Article 25: Any matters insufficiently provided for herein shall be subject to handling in accordance with the Company Act and laws and ordinances concerned.
Article 26: These Articles of Incorporation were duly enacted on April 22, 2008.
These Articles of Incorporation were duly on September 21, 2009 as the 1st amendment.
These Articles of Incorporation were duly on May 31, 2010 as the 2nd amendment.
These Articles of Incorporation were duly on October 7, 2010 as the 3rd amendment.
These Articles of Incorporation were duly on May 30, 2011 as the 4th amendment.
These Articles of Incorporation were duly on June 11, 2012 as the 5th amendment.
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These Articles of Incorporation were duly on December 10, 2012 as the 6th amendment.
These Articles of Incorporation were duly on June 24, 2014 as the 7th amendment.
These Articles of Incorporation were duly on May 24, 2016 as the 8th amendment.
These Articles of Incorporation were duly on June 25, 2019 as the 9th amendment.
These Articles of Incorporation were duly on June 24, 2020 as the 10th amendment.
These Articles of Incorporation were duly on June 9, 2023 as the 11th amendment.
These Articles of Incorporation were duly on May 28, 2025 as the 12th amendment.
Voltronic Power Technology Corp.
Chairman of the Board: Hsieh Juro-Ming
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【Annex 2】Rules and Procedures for Shareholders' Meeting
Voltronic Power Technology Corp.
Rules and Procedures for Shareholders' Meeting
Article 1 These Rules are duly enacted by the Company in accordance with Article 5 of Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies in an attempt to set up sound special shareholders meeting governance system, sound surveillance function to strengthen the managerial functions.
Article 2 The Company's Procedure Rules for Shareholders' Meeting shall be duly enacted in accordance with these Rules unless otherwise prescribed in laws or Articles of Incorporation.
Article 3 (Convening of shareholders' meeting and notification for the meeting)
The Company's shareholders' meeting shall be convened by the board of directors unless otherwise prescribed by law.
The Company shall process the notices to shareholders' meeting, proxy forms, issues for acknowledgement and discussions, issues regarding election or discharge of the directors, the subject issues and explanation into electronic files and transmit them all to the Market Observation Post System (MOPS) thirty (30) days prior to an annual meeting of shareholders or fifteen (15) days prior to a shareholders' extraordinary meeting. The Company shall further prepare and submit the Meeting Agenda Handbook and supplementary materials in electronic files to the Market Observation Post System (MOPS) twenty-one (21) days prior to an annual meeting of shareholders or fifteen (15) days prior to a shareholders' extraordinary meeting. The Company shall further produce the Meeting Agenda Handbook and supplementary data of the shareholders' meeting ready available to shareholders all the time, display them in the Company and the professional shareholder services agent commissioned by the Company fifteen (15) days in advance of the shareholders' meeting and shall place them on-the-spot at the venue of the shareholders' meeting.
The notices and public announcements shall expressly bear the subjects of convening. Subject to consent by the counterparts, the notices may be served in electronic means.
The issues regarding election or discharge of directors, amendment to the Articles of Incorporation, capital decrease, application for discontinuity from listing to public, permit for business competition of directors, conversion of earnings into capital increase, conversion of reserve into capital increase, dissolution, merger, demerger of the Company or acts as set forth under Paragraph 1, Article 185 of the Company Act; Article 26~1, Article 43~6 of the Securities and Exchange Act; Article 56~1 and Article 60~2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be expressly enumerated in the agenda of the meeting with expression of the key contents and shall not be proposed by means of extraordinary motions. Such key contents may be put into the website designated by the competent authority or the Company and such website shall be expressly remarked in the notice.
Reasons to convene the shareholders' meeting have been expressly indicated as overall reelection of directors with statements of the date to the office. After the reelection is completed in that shareholders' meeting, the date to the office shall not
be rescheduled by means of extraordinary motion or other means.
A shareholder who holds over 1% of the total outstanding shares may pose proposal in writing to the Company's annual meeting of shareholders, provided, that one shareholder may propose only one issue. The issue(s) more than one shall not be entered into the agenda. Where a motion in the shareholders' meeting is to urge the Company to enhance public interest or best performance in corporate social responsibility (CSR), nevertheless, the Board of Directors shall still cover it into the agenda. The board of directors may not take an issue posed by a shareholder into the agenda if such issue proves falling within those enumerated under Paragraph 4 of Article 172~1 of the Company Act.
The Company shall promulgate acceptance of proposals from shareholders, location of acceptance and duration of acceptance prior to share transfer and prior to convening of the annual meeting of shareholders. The duration to accept proposals shall not be shorter than the minimum of ten (10) days.
A proposal posed by a shareholder shall be limited to 300 Chinese characters as the maximum limit. A proposal exceeding 300 Chinese characters shall not be counted into the agenda. A shareholder who poses a proposal shall participate in the annual meeting of shareholders either in person or through a proxy and shall participate in the process of discussion of that issue.
The Company shall keep the proposing shareholders informed of the outcome of processing prior to service of notices to the shareholders' meeting and shall enumerate the proposals satisfactory the requirements set forth under this Article into the notices to the shareholders' meeting. To the proposals by shareholders not covered into the agenda, the board of directors shall explain the reason why they are not counted.
Article 4 For each shareholders' meeting, a shareholder may issue the proxy form provided by the Company and expressly bear the scope of authorized powers to authorize a proxy to participate in the shareholders' meeting on behalf.
A shareholder may issue only one proxy form and may authorize only one proxy. The proxy form shall be served to the Company five (5) days prior to the date scheduled to convene the meeting. In case of double proxies, it shall be handled "first in, first out" basis unless the preceding proxy form is declared revoked.
A shareholder who intends to participate in a shareholders' meeting in person or to exercise the voting power in electronic means after the proxy form is submitted to the Company shall notify the Company to revoke the proxy notice in writing two (2) days prior to the date scheduled for the meeting. In the event that such shareholder fails to revoke within the specified time limit, the voting power exercised by the proxy shall prevail.
Article 5 (The venue, time to convene the shareholders' meeting)
The shareholders' meeting shall be convened at a venue where the Company is postponement or a venue appropriate to convening of the shareholders' meeting. The shareholders' meeting shall not start at a time earlier than 9:00 a.m. or later than 3:00 p.m. About the venue and time of a shareholders' meeting, the Company shall take the opinions of the independent directors into adequate consideration.
Article 6 (Preparation of the sign-in book and such documents)
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The Company shall expressly provide on the notices to the shareholders’ meeting the time, venue to report for participation and other key points for attention.
Enrollment by shareholders for a shareholders’ meeting shall be 30 minutes prior to start of the meeting as the minimum. The spot for enrollment shall be expressly labeled and shall be staffed with adequate personnel for the process.
A shareholder himself or herself or a proxy authorized (hereinafter collectively referred to as the shareholder) shall participate in a shareholders’ meeting based in the participation certificate, sign-in card or other participation papers. A solicitor of proxy shall present his or her identity certificate ready for verification.
The Company shall prepare the sign-in book so that the participating shareholders may sign in. Or a participating shareholder may present the sign-in card instead of the sign-in process.
The Company shall hand over the Meeting Agenda Handbooks, annual reports, participation certificates, speech (floor) slips, votes and other supporting data for the meeting to the participating shareholders and shall further provide them with election ballots in case of election of directors.
In case of a shareholder as the government or a juristic person, the representative participating the shareholders’ meeting may not be confined to one. Where a juristic person is authority to serve as a proxy, such juristic person may appoint one representative to participate in the shareholders’ meeting.
Article 7 (The chairperson, non-voting observers for a shareholders’ meeting)
The shareholders’ meeting shall be chaired by the chairman if it is convened by the board of directors. In the event that the chairman is on leave or is unable to exercise the power by any reason, the vice chairman shall act on behalf. In case of no vice chairman or in the event that the vice chairman is on leave or is unable to exercise the power by any reason, the chairman shall appoint one managing director to act on behalf. In case of no managing director, the chairman shall appoint one director to act on behalf. In the event that the chairman does not appoint a substitute, one managing director or one director shall be elected from among themselves to act on behalf.
Where the chairperson is acted by a managing director or a director on behalf as mentioned in the preceding paragraph, such substitute shall be a managing director or a director who has served with the Company for more than six (6) months and has been aware of the Company’s financial conditions. This same provision is mutatis mutandis applicable to an event where the chairperson is the representative of a juristic person director.
The shareholder convened by the board of directors shall be chaired by the chairman in person and shall be attended by the minimum of a half of the aggregate total of director seats and a minimum of one Committee member of a variety of functionary committees.
Where a shareholders’ meeting is convened by another authorized person beyond the board of directors, the shareholders’ meeting shall be chaired by that convener. In case of two or more conveners, one shall be elected from among themselves to act on behalf.
The Company may appoint the retained Attorney-at-Law, Certified Public Accountant
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or the relevant personnel to participate in the shareholders' meeting as non-voting (guest) participants.
Article 8 (Audio or video proofs for process of a shareholders' meeting)
The Company shall record the process of a shareholders' meeting with audio or video proofs which shall be archived for a minimum of one year; provided, that such proofs shall be archived until the litigation winds up in case of litigation instituted in accordance with Article 189 of the Company Act.
Article 9 The participation in the shareholders' meeting shall be calculated based on the number of shares with calculation based on the sign-in book, submitted sign-in cards added with the voting powers exercised in writing or in electronic means.
The chairperson shall calls to start the meeting when the time is up. In the event that the meeting is attended by shareholders who do not constitute a half of the total outstanding shares, nevertheless, the chairperson may announce a postponement for the meeting. The total of the postponements shall not exceed the maximum of twice and the aggregate total of postponements shall not exceed one hour. In the event that the shareholders' meeting is attended by shareholders who represent still less than one-third of the total outstanding shares after twice postponements, the chairperson may announce that the shareholders' meeting be aborted.
In the event that the shareholders' meeting is attended by shareholders who represent still less than one-third of the total outstanding shares after twice postponements, a tentative resolution in accordance with Paragraph 1 of Article 175. Such tentative resolution shall be notified to all shareholders and another shareholders' meeting shall be convened within one month.
In the event that the total of the outstanding shares represented by the participating shareholders exceeds a half of the aggregate total, the chairperson may put the tentative resolution so resolved to the shareholders' meeting for further resolution in accordance with Article 174 of the Company Act.
Article 10 (Discussions of issues)
Where a shareholders' meeting is convened by the board of directors, the agenda shall be worked out by the board of directors where the relevant motions shall be resolved by balloting on a case-by-case basis and shall be handled based on the scheduled agenda. The agenda shall not be changed unless duly resolved by the shareholders' meeting.
The provision set forth under the preceding paragraph is equally applicable mutatis mutandis to an event where the shareholders' meeting is convened by another convener beyond the board of directors.
The chairperson shall not announce adjournment of the meeting unless duly resolved, before the issues on the agenda as mentioned in the two preceding paragraphs (including extraordinary motions) are concluded. Where the chairperson breaches the Procedure Rules for Shareholders' Meeting and announces adjournment of the meeting, other members of the board of directors shall promptly help the participating shareholders to elect one person through a majority vote of the participating shareholders to serve as the chairperson to continue the meeting.
Toward the amendments or extraordinary motions proposed by shareholders, the chairperson shall grant adequate opportunities for explanation and discussion.
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Where an issue is believed up to the extent for voting a decision, the chairperson may announce discontinuance from discussion and put the issue into voting process while adequate time shall be arranged for the balloting process.
Article 11 (Floor taken by shareholders)
Before a shareholder takes the floor, he or she shall fill up the speech slip which shall expressly bear the subject of his or her speech, shareholder account number (or participation certificate number) and name of account holder. The chairperson shall fix the subsequent order of the floor.
Where a shareholder does not speak up after having submitted a slip of the floor, he or she is deemed to have not spoken up. In case of a discrepancy between the contents actually spoken and those shown on the contents of the floor, the contents actually spoken shall prevail.
For a same issue, a shareholder shall not speak more than twice, and not over five minutes in each speech. Where a shareholder breaches the requirements or speaks beyond the specified scope, the chairperson may stop his or her speech.
Where a shareholder speaks, other shareholders shall not speak to interfere unless consented by the chairperson and the speaking shareholder. The chairperson may stop an offender, if any.
Where a juristic person shareholder appoints more than two representatives to participate in the shareholders' meeting, only one among them may take the floor for a same issue.
After a shareholder completes the floor, the chairperson may reply either in person or through another designated by the chairperson.
Article 12 (Calculation of the voting powers, system of withdrawal from involvement (recusal)
The voting by shareholders shall be calculated based on the number of shares.
In terms of resolution by shareholders, the number of shares without voting powers is not counted into the number of outstanding shares.
On the issues of the shareholders' meeting, a shareholder shall not join the voting process and shall not act as a proxy to vote for another shareholder on an issue which is in involvement in his or her own interests and likely to impair the Company.
The number of shares which could not be exercised for voting power as stated in the preceding paragraph is not counted into the number of voting powers of participating shareholders.
Except a trust enterprise or shareholder services agent approved by the competent authority over securities, where one is delegated by two or more shareholders simultaneously, the aggregate total of his or her voting power shall not exceed 3% of the aggregate total of outstanding shares. The voting power in excess, if any, shall be discarded.
Article 13 Each share held by a shareholder hereof is entitled to one voting power except the shares as set forth under Article 197~1 or Article 369~10 or Article 179~2 of the Company Act or the shares subject to restriction from voting power or no voting power under other laws and ordinances concerned.
Where the voting power is exercised in writing or in electronic means, the method to
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exercise such voting means shall be expressly remarked on the notices to the shareholders' meeting. A shareholder who exercises voting power in electronic means and in writing is deemed to have participated in the shareholders' meeting in person but is deemed in abstention from voting in the extraordinary motions and amendments to the initial proposals. Accordingly, the Company shall refrain from posing an extraordinary motion or an amendment to the initial proposal.
Where a shareholder exercises voting power in electronic means or in writing, the expression of intent shall be submitted to the Company two (2) days prior to the date scheduled to convene the shareholders' meeting. In case of double expressions of intent, it shall be decided on the first come first served basis unless the preceding declaration of intent is withdrawn.
A shareholder who intends to participate in the shareholders' meeting in person after exercising voting power in electronic means or in writing shall revoke the expression of intent mentioned in the preceding paragraph in a means same as exercise of voting power two (2) days prior to the date scheduled to convene the shareholders' meeting. In the event that he or she fails to revoke in time, the voting power exercised in electronic means or in writing shall prevail. In the event that a shareholder exercises voting power in electronic means or in writing and further authorizes a proxy with a proxy form to participate in the shareholders' meeting, the voting power exercised by his or her proxy shall prevail.
Unless otherwise provided for in the Company Act or the Company's Articles of Incorporation, decisions in the shareholders' meeting shall be resolved by a majority vote of the participating shareholders. In the voting process, the aggregate total of the voting powers of the participating shareholders shall be announced by the chairperson or by a person designated by the chairperson on a case-by-case basis.
An issue which proves to have no objection in response to the inquiry by the chairperson is deemed to have been duly resolved in the validity same as an issue duly resolved through voting process. In case of an objection heard, it shall be put into the voting process in accordance with the preceding paragraph.
Where an issue has an amendment or an alternate, the chairperson shall decide the order of voting process along with the initial issue. Where one issue has been duly resolved, other issue(s) shall be deemed vetoed and shall call for no more voting process.
In the voting process, the monitors and calculators shall be designated by the chairperson. A monitor shall be designated among shareholders.
In the voting and election process in a shareholders' meeting, the ballot calculation shall be conducted in an open site of the shareholders' meeting venue. Upon completion of the calculation process, the outcome of calculation shall be announced on-the-spot, including the number of voting powers in statistics which shall be worked out into records.
Article 14 (Issues of election)
Where directors are elected in a shareholders' meeting, the election shall be duly conducted under the norms of election enacted by the Company. The outcome of the election shall be announced on-the-spot, including list of elected directors and the number of election ballots they win in the election.
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The election ballots for the election mentioned in the preceding paragraph shall be signed and tightly enclosed by the monitor(s) and put into prudential custody for a minimum of one year. In the event that a shareholder lodges litigation in accordance with Article 189 of the Company Act, nevertheless, the ballots shall be archived until after the litigation is concluded.
Article 15 Decisions resolved in the shareholders’ meeting shall be covered in the minutes which shall be signed or affixed seals by the chairperson and served to all shareholders within twenty (20) days after the meeting. The minutes may be worked out and distributed in electronic means.
After the Company’s stocks are listed to public, distribution of the minutes mentioned in the preceding paragraph may be conducted by being input into the Market Observation Post System (MOPS).
The minutes of shareholders’ meeting shall expressly bear the month, date, year, venue, the chairperson’s name, method of voting, process and highlights of the meeting, the outcome and shall be archived permanently while the Company exists.
Article 16 (External public announcement)
For the number of shares obtained by solicitors and number of shares represented by proxies, the Company shall work out statistics list and expressly disclose within the venue of the shareholders’ meeting on the day when the shareholders’ meeting is convened.
Where the decisions resolved in a shareholders’ meeting involve the significant messages as promulgated by law or by the competent authority, the Company shall transmit such messages into the Market Observation Post System (MOPS) within the specified time limit.
Article 17 (Maintenance of the order in a shareholders’ meeting)
The staff members for a shareholders’ meeting shall wear identity certificates or armbands.
The chairperson may instruct the picketers or security guards to help maintain the order of a shareholders’ meeting venue. Where the picketers or security guards help maintain the order at the venue, they shall wear the identity certificates or armbands bearing “Picketers”.
Where a loudspeaker is provided in the venue of shareholders’ meeting and where a shareholder speaks not with the equipment provided by the Company, the chairperson stops him or her from speaking.
Where a shareholder breaches Procedure Rules for Shareholders’ Meeting or defies rectification by the chairperson and thus hampers progress of the meeting against the stopping act, the chairperson may instruct the picketers or security guards to ask him or her to quit the venue.
Article 18 (Recess, resumption of the shareholders’ meeting)
During the process of a shareholders’ meeting, the chairperson may fix an appropriate time for recess. Upon occurrence of force majeure, the chairperson may rule to temporarily suspend the meeting and announce the time to resume the meeting as the actual situations may justify.
In the event that the venue for the shareholders’ meeting could not be used
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continually before the scheduled agenda (including extraordinary motions) are completed, the meeting may be continued at a new venue as resolved in the shareholders' meeting.
A shareholders' meeting may resolve to postpone or continue the meeting process within five days in accordance with Article 182 of the Company Act.
Article 19 These Rules shall be put into enforcement after being resolved in the shareholders' meeting. This same provision is mutatis mutandis applicable to an event of an amendment.
Article 20 These Rules are duly enacted on June 11, 2012, amended on May 22, 2013 as the 1st amendment, amended on May 24, 2016 as the 2nd amendment and amended on June 24, 2020 as the 3rd amendment.
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【Annex 3】Shareholding Ownership of all Directors
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In accordance with Article 26 of the “Securities and Exchange Act” and Paragraph 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum shareholding by all directors of the Company and the shareholding as per Register (Roster) of Shareholders are enumerated below:
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The minimum shareholding by all directors of the Company is 7,016,285 shares.
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The Company’s paid-in capital amounts to NT$877,035,660 and the number of the Company’s outstanding shares is 87,703,566 shares.
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The shareholding numbers of all directors as of March 30, 2026 while the share transfer procedures were discontinued due to the 2026 annual meeting of shareholders:
| Position titles | Names | Number of shares held when elected | Number of shares held while the share transfer procedures were discontinued |
|---|---|---|---|
| Number of shareholding | Number of shareholding | ||
| Chairman | Hsieh Juro-Ming | 8,372,166 | 8,372,166 |
| Director | Open Great International Investment Limited Company Juristic person representative: Chen Tsui-Fang | 3,310,359 | 3,310,359 |
| Director | FSP Group Statutory representative: Cheng Ya-Jen | 3,344,822 | 2,804,822 |
| Director | Passuello Fabio | 0 | 0 |
| Independent director | Li Chien-Jan | 0 | 0 |
| Independent director | Liao Kuei-Fang | 0 | 0 |
| Independent director | Wang Hsiu-Chih | 0 | 0 |
| Independent director | Ho Yun Husan | 0 | 0 |
| Total | 15,027,347 | 14,487,347 |