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Vti — AGM Information 2026
May 26, 2026
52618_rns_2026-05-26_a9989535-8c25-4037-bd5e-2e8bdd80446e.pdf
AGM Information
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Stock Code: 6742

课米科技股份有限公司
Vactronics technologies inc.
2026 Annual General Meeting (AGM)
Meeting Handbook
Mode of Meeting: Physical Shareholders' Meeting
Meeting Time: 26 June 2026 (Friday) 10:00 a.m.
Venue: No. 336, Hexing Rd., Zhunan Township, Miaoli County
(Meeting Room, 2/F, Toufen cum Zhunan and Tonglou Industrial Area Service Center)
Contents
I. Procedures of Meeting ... 1
II. Agenda of the Regular Shareholders' Meeting ... 2
III. Matters to be Reported ... 3
IV. Matters to be Recognized ... 4
V. Extempore Motions ... 4
VI. Attachment ...
(I) Annual Business Report for 2025 ... 5
(II) Report by Audit Committee ... 9
(III) Accountants' Audit Report and 2025 Consolidated Financial Statements ... 10
(IV) Accountant's Audit Report and 2025 Individual Financial Statements ... 20
(V) Statement of Loss Appropriation for 2025 ... 30
VII. Appendix
(I) Articles of Association ... 31
(II) Rules of Procedure for Shareholders' Meetings ... 36
(III) Shareholding of all Directors ... 42
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Procedures for the 2026 Ordinary General Meeting of Shareholders of Vactronics Technologies Inc.
I. Call to Order
II. Chairman's Address
III. Matters to be Reported
IV. Matters to be Recognized
V. Extempore Motions
VI. Adjournment
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Agenda for the 2026 Ordinary General Meeting of Shareholders of Vactronics Technologies Inc.
Mode of Meeting: Physical Shareholders' Meeting
Meeting Time: 26 June 2026 Friday) 10:00 a.m.
Venue: No. 336, Hexing Rd., Zhunan Township, Miaoli County
(Meeting Room, 2F, Toufen cum Zhunan and Tonglou Industrial Area Service Center)
I. Call to Order
II. Chairman's Address
III. Matters to be Reported
(I) Annual Report on Operations of the Company for 2025.
(II) Report by Audit Committee of the Company.
(III) Report on the Distribution of Employee Compensation and Directors' Compensation of the Company for 2025.
(IV) Report on the Execution Status of the Company's Second Repurchase of Its Own Shares
IV. Matters to be Reviewed
(I) Annual Report on Operations and Financial Statements of the Company for 2025.
(II) Statement of Loss Appropriation for 2025.
V. Extempore Motions
VI. Adjournment
Matters to be Reports
Case 1
Main Points: The Company's 2025 Annual Report on Operations.
Explanation: Please refer to Attachment I, pages 5-8 of the Meeting Handbook for the Company's 2025 Annual Report on Operations.
Case 2
Main Points: Report by Audit Committee of the Company.
Explanation: For the Audit Committee's review report, please refer to Attachment II, page 9 of the Meeting Handbook.
Case 3
Main Points: Report on the Distribution of Employee Compensation and Directors' Compensation of the Company for the year 2025.
Explanation: The Company's loss before tax for 2025 is NT$133,123,024. Therefore, in accordance with the Company's Articles of Incorporation, no employees' or directors' remuneration is recognized.
Case 4
Main Points: The Execution Status of the Company's Second Repurchase of Its Own Shares
Explanation:
(I) In accordance with Article 28-2 of the Securities and Exchange Act, the execution status of the Company's share repurchase as resolved by the Board of Directors is reported as follows:
- Date of Board resolution: April 23, 2025
- Purpose of share repurchase: Transfer of shares to employees
- Type of shares to be repurchased: Common shares
- Method of repurchase: Repurchase via the centralized securities exchange market
- Repurchase period: From April 24, 2025 to June 23, 2025
- Planned number of shares to be repurchased: 1,500,000 shares
- Planned price range per share: NT$40 to NT$70
- Actual number of shares repurchased as of May 9, 2025: 763,000 shares
- Percentage of repurchased shares to total outstanding shares as of May 9, 2025: 1.07%
- Total repurchase amount as of May 9, 2025: NT$ 39,545,334
- Average repurchase price per share as of May 9, 2025: NT$ 51.83
Matters to be Recognized
Case 1
Proposal by the Board of Directors: The Company's 2025 Business Report and Financial Statements are hereby presented for ratification.
Explanation:
(I) The 2025 Business Report and Financial Statements of the Company have been approved by the Board of Directors. In addition, the Company's financial statements have been audited by Deloitte Taiwan's in-house auditors, CPA CHEN, PEI-TE and CPA LIU, WEN-LING and have been submitted to the Audit Committee for its review.
(II) For the Company's 2025 Annual Report on Operations, Accountant's Audit Report and Financial Statements, please refer to Attachment I, pages 5~8, and Attachment III-IV, pages 10~29, of the Meeting Handbook.
(III) Your approval is highly appreciated.
Resolution:
Case 2
Proposal by the Board of Directors: The Company's proposal for the statement of loss appropriation for 2025 by presented for ratification.
Explanation:
(I) The Board of Directors has prepared and submitted to the Audit Committee a distribution schedule in accordance with the provisions of the Company Act and the Company's Articles of Incorporation for the appropriation of the Company's earnings for the year 2025. Please refer to Attachment V, page 30 of the Meeting Handbook for the appropriation of loss in 2025.
(II) The Company's undistributed earnings at the beginning of the year 2025 amounted to NT$47,018,034, plus NT$107,413,909 (net loss after tax for the period). The accumulated deficit at end of period amounted to NT$60,395,875.
(III) In accordance with the Company's Articles of Incorporation and in consideration of the utilization and planning of working capital, it is proposed that if the accumulated deficit at end of period shall be covered by statutory surplus reserve of NT$39,326,480 and capital reserve of NT$21,069,395.
(IV) The Company's Statement of Loss Allocation for 2025 is attached. Please refer to Attachment V, page 30, of the handbook.
(V) Your approval is highly appreciated.
Resolution:
Extempore Motions
Adjournment
(Attachment I)
Business Report
Good day to all shareholders, ladies and gentlemen:
On behalf of the Company, I would like to express my deepest gratitude to our shareholders for their support of the Company. We hereby report the following summary of the Company's 2024 Business Report and 2025 Business Plan: The 2025 Business Report and the 2026 Business Plan Summary of the Company are presented as follows:
I. 2025 Business Results
- 2025 Business Plan Implementation Results
In Thousands of New Taiwan $
| Item | 2025Actual | 2024Actual | Increase/decrease ratio (%) |
|---|---|---|---|
| Net Revenue | 535,775 | 670,994 | (20.15) |
| Operating Margin | (20,485) | 98,701 | (120.75) |
| Operating Interests | (128,027) | (10,954) | 1,068.77 |
| Profit (loss) before tax | (133,123) | 37,917 | (451.09) |
| Profit (loss) after tax | (107,414) | 21,492 | (599.79) |
| Earnings per share (NT$) | (1.52) | 0.30 | (606.67) |
Net income for the year 2025 was NT$535,775 thousand, a decrease of 20.15% from 2024. The net loss after tax for the current period was NT$107,414 thousand, representing a decrease of 599.79% compared to NT$21,492 thousand in 2024. The decrease in operating income was due to changes in the structure of products shipped and an increase in operating costs.
- Budget execution:
The Company has not disclosed its financial forecast for 2025, but the overall operation is still based on the Company's internal business objectives.
- Analysis of Financial Income and Expenditures and Profitability
| Item | FY2025 (Consolidated) | FY2024 (Consolidated) |
|---|---|---|
| Debt-to-assets ratio (%) | 26.05 | 23.78 |
| Current ratio (%) | 275.78 | 349.24 |
| Quick ratio (%) | 237.05 | 314.79 |
| Return on assets (%) | (5.61) | 1.51 |
| Return on equity (%) | (7.97) | 1.47 |
| Net profit margin (%) | (20.05) | 3.20 |
| Earnings per share (NT$) | (1.52) | 0.30 |
- Research and Development
The highlights of the Company's research and development are summarized below:
1). 8" and 12" wafer coating process for wearable devices, 3D sensing,
and TOF sensing.
2). Ultra-clean and ultra-thin 8" and 12" glass wafer coating technology for automotive and various image sensing applications.
3). MR, AR, VR optical imaging modules and optical coating components.
4). Cold processing, lamination, and optical coating of LOE (Geometric Light Waveguide) for AR.
5). Multi-band coating and patterning technology for new generation sensors in SWIR band.
6). Cutting, grinding and polishing technologies for 8" and 12" wafer-grade glass and high refractive index optical glass.
7). 8" and 12" high-grade glass carriers/Core for semiconductor packaging.
8). Automated and semi-automated production equipment.
II. Summary of 2026 Business Plan
1. Management policy:
1). Organization and Talent: Adjustment and strengthening of the organization, recruitment of professional talents and establishment of knowledge base.
2). Resource and Cost Control: The Company consolidates production data for process management, manufactures and modifies equipment for energy saving and production efficiency improvement, and initiates line yield improvement and cost reduction projects.
3). Market Development: The Company is actively developing coating applications on different semiconductor optical substrates (Si, GaAs, Phosphor, Sapphire, Plastic...). We also continue to expand our business in automotive applications and participate in the pre-development of new product applications to accelerate production ramp-up.
4). Customer Service: The Company establishes and provides fast and effective product technology integration and mass production services to enhance the competitiveness of the Company and its customers.
2 $\cdot$ Expected sales volume and their basis:
The Company's sales targets are estimated mainly based on annual production capacity, resources, industry sentiment, and competition for orders, and the planned sales volume for fiscal year 2026 is summarized in the table below:
| Item | Product Category | Sales Quantity |
|---|---|---|
| 1 | Semiconductor Optical Applications | 143K |
| 2 | Thin Film Filters and Optical Coatings | 255K |
| 3 | Precision Optical Component Manufacturing | 1,678K |
| Total | 2,076K |
- Important production and marketing policies:
1). Production policy:
- Improve production efficiency and reduce shipment risk: To stabilize the production of ordered products, the Company implements planned continuous feeding to achieve mass production of equipment, establish quick inventory adjustment, and reduce the risk of shipment.
- Process Improvement: The Company initiated forward-looking investments in new technologies to improve the quality of 8" and 12" semiconductor glass wafer coatings, and mobilized external resources to strengthen large-area optical glass multi-edge cutting technology.
- Production Technology: We have strengthened our production management technology and established a factory inspection mechanism for fixtures/tools in order to improve the quality of our products. In addition, we have introduced automated equipment to improve yield and efficiency, and followed ESG regulations to establish a high-quality production environment.
2). Sales Policy:
- High-end low-pass filter: The Company maintains a flat performance in the monocular camera market and actively maintains new product development and order fulfillment services. At the same time, the Company has established a system of complementary internal and external resources to improve the utilization of resources and to control costs.
- Semiconductor Optical Application: Our company develops new technology that can expand the application of high-end products with customers, and continues to provide the highest grade 8" and 12" optical glass, glass carriers, and silicon wafer coating in the optical grade wafer packaging, in order to follow the concept of co-development, design, and manufacturing with customers, and to establish higher technological barriers.
- Meta-universe (MR, AR, VR): We have a refined supply chain and increased production capacity, and have implemented dynamic adjustments in production capacity to meet customer demand.
III. Future Development Strategy
We have been developing our services for the semiconductor industry, such as professional optical coating, large and thin optical glass substrate cutting, grinding, and double-sided polishing. We can serve a wide range of product applications and industries. For example, automatic vehicle image detection, short-wave infrared, blood oxygen detection, ambient light, optical fingerprint recognition, meta-universe related concepts (MR, AR, VR), etc. are all the products that our company is planning and mass-producing at this stage. Our company has established a reputation in semiconductor optical coating and meta-universe related (MR, AR, VR) coating, and has become an important partner of first-line brand manufacturers and IC designers.
In addition, opportunities for manufacturing wafer-level carrier glass for high-end
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semiconductor packaging (CoWoS) and meta-universe related highly refractive glass have begun to emerge. Our company has been specializing in this process technology for a long time. Based on this foundation, we will continue to expand our market share by taking advantage of our technological leadership. Based on this foundation, we expect Vactronics Technologies Inc. to become the industry's preferred manufacturer of optical coatings for the semiconductor industry, meta-universe-related (MR, AR, VR) coatings and imaging components, and wafer-level optical glass.
IV. Influences include the external competitive environment, regulatory environment, and general business environment.
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Impact of the external competitive environment: In the face of fierce domestic and international competition in the monocular camera and semiconductor optics industry, the Company will continue to strive to develop forward-looking niche product application markets, and make the best allocation of resources to customers' products in order to achieve the goal of profitability.
-
Impact of the regulatory environment: The Company complies with the requirements of various laws and regulations, and builds and organizes professional staff to keep abreast of the latest situation and ensure smooth business operations.
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Impact of the general business environment: The global economy continues to be constrained by events such as the U.S.-China trade war, geopolitical conflicts, inflation, and inventory depletion. Increased uncertainty and rising costs due to the continued expansion of regional manufacturing services are also a concern. The reorganization of the manufacturing supply chain and the availability of the necessary resources will become more critical. The smooth supply of utilities and labor, as well as environmental safety and labor awareness, are all issues of concern.
Vactronics sincerely thanks our customers and technology partners for their assistance and contributions. At the same time, we extend our gratitude to our shareholders for their long-term support, and express our heartfelt appreciation to the management team and all employees for their hard work and dedication.
We wish you all good health, peace, and well-being.
Chairman of the Board: HO, KUN-NIEN
General Manager Li, Zhen-rui
Accounting Supervisor Dong, Huo-ling
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(Attachment II)
The Audit Report by the Audit Committee
The Audit Committee hereby approves the 2025 Business Report, the Consolidated and Individual Financial Statements, and the Statement of Loss Appropriation as resolved by the Board of Directors. The Company's financial statements have been audited and certified by Deloitte Taiwan, CPA CHEN, PEI-TE and CPA LIU, WEN-LING, and an audit report has been issued. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, for your review.
Sincerely Yours,
The 2026 Ordinary General Meeting of Shareholders of Vactronics Technologies Inc.
Vactronics Technologies Inc.
Convenor of the Audit
Committee: CHU, TSU-CHI
M a r c h 1 2 , 2 0 2 6
(Attachment III)
Independent Audit Report
Vactronics Technologies Inc.:
Audit Opinion
The Accountant has audited the consolidated balance sheets of Vactronics Technologies Inc. and its subsidiaries as of December 31, 2025 and 2024, and the consolidated statements of income, changes in equity, and cash flow for the years then ended, and the related notes to the consolidated financial statements, including a summary of significant accounting policies.
In the opinion of the Accountant, the consolidated financial statements referred to above have been prepared, in all material respects, in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards ("IFRS"), International Accounting Standards ("IAS"), and International Accounting Standards ("IAS"), and Interpretations and Interpretative Bulletins ("IAS"), issued by the Financial Supervisory Commission, and they are sufficient to present fairly the consolidated financial position of Vactronics Technologies Inc. and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and consolidated cash flows for the periods from January 1 to December 31, 2025 and 2024, respectively.
Basis for Audit Opinions
The Accountant performed the audit in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards. The Accountant's responsibilities under these standards are further described in the section headed "Responsibility of the Accountant for Auditing Consolidated Financial Statements". Persons in the Accountant's firm who are subject to the independence standard have maintained independence from Vactronics Technologies Inc. and its subsidiaries in accordance with the Accountant's Code of Ethics and have fulfilled the other responsibilities of the Code. The Accountant believes that it has obtained sufficient and appropriate audit evidence on which to base its opinion.
Key Audit Matters
The Key Audit Matters are those matters that, in the professional judgment of the Accountant, are of most significance in an audit of the 2025 consolidated financial statements of Vactronics Technologies Inc. and its subsidiaries. These matters were addressed in the audits of the consolidated financial statements taken as a whole and in forming the audit opinion, and the Accountant does not express an opinion on these matters individually.
The Key Audit Matters in the 2025 Consolidated Financial Statements of Vactronics Technologies Inc. and its subsidiaries are described below:
As discussed in Note 4, Vactronics Technologies Inc. derives its sales revenue mainly from the sales of thin film filters and precision optical components. Due to the fact that some of the revenue contributed by exporting customers is significant and the goods are shipped from overseas shipping warehouses, the revenue from external sales can only be recognized when the goods are actually received by the external customers.
The impact of the amount of its sales revenue in 2025 on the overall financial statements is material. There is a significant risk to the authenticity of the revenue from export sales, therefore, the Accountant has determined the authenticity of the recognition of revenue from export sales from overseas warehouses to be a Key Audit Matter.
The Accountant performed the following key audit procedures:
- Understand and assess the design and effectiveness of internal control over revenue from sales out of overseas warehouses and to perform control testing.
- Review the customer's original order and related documents from the details of sales revenue from overseas shipment warehouses, based on sampling, to verify the authenticity of the sales revenue from overseas shipments.
Other Matters
Vactronics Technologies Inc. has prepared individual financial statements for the years 2025 and 2024, and the Accountant has furnished an audit report with Unreserved Opinion for information purposes.
Responsibilities of the Management and Governance Units for the Consolidated Financial Statements
The purpose of an audit of the consolidated financial statements by the Accountant is to obtain reasonable assurance about whether there is a material misstatement of the consolidated financial statements taken as a whole that is attributable to fraud or error, and to issue an audit report thereon.
Unless it is management's intention to liquidate Vactronics Technologies Inc. and its subsidiaries or to cease operations, or there are no practical alternatives to liquidation or cessation of operations, management's responsibility in the preparation of the consolidated financial statements also includes an assessment of Vactronics Technologies Inc. and its subsidiaries' ability to continue as a going concern, the extent to which disclosures are made, and the basis of accounting for the continuation of operations.
The Governance Units (including the Audit Committee) of Vactronics Technologies Inc. and its Subsidiaries are responsible for overseeing the financial reporting process.
The Accountant's Responsibility for Reviewing the Consolidated Financial Statements
The purpose of an audit of the consolidated financial statements by the Accountant is to obtain reasonable assurance about whether there is a material misstatement of the consolidated financial statements taken as a whole that is attributable to fraud or error and to issue an audit report thereon. Reasonable assurance is a high level of assurance, but an audit performed in accordance with auditing standards does not provide assurance that material misstatements of the consolidated financial statements will be detected. Misrepresentation may be due to fraud or error. An untrue statement is considered to be material if it could reasonably be expected to affect the economic decisions that users of the consolidated financial statements would make.
As part of an audit in accordance with GAAS, we exercise professional judgment and professional skepticism in audits. The Accountant also performs the following tasks:
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Identify and assess the risks of material misstatement of the consolidated financial statements that are attributable to fraud or error; design and implement appropriate responses to those risks; and obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion. As fraud may involve conspiracy, forgery, willful omission, misrepresentation, or a breach of internal control, the risk of not detecting a material misstatement that is the result of fraud is greater than the risk of a material misstatement that is the result of an error.
-
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 Vactronics Technologies Inc. and its subsidiaries' internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Draw conclusions, based on the audit evidence obtained, about the appropriateness of management's basis of accounting for a going concern, and about whether there are material uncertainties relating to events or conditions that may cast significant doubt on Vactronics Technologies Inc. and its Subsidiaries' ability to continue as a going concern. If the Accountant believes that such events or circumstances are materially uncertain, the Accountant shall draw the attention of users of the consolidated financial statements to the related disclosures in the auditor's report, or revise the audit opinion when such disclosures are inappropriate. The Accountant's conclusions are based on audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Vactronics Technologies Inc. and its subsidiaries to cease to have the ability to continue as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the related notes, and the appropriateness of the presentation of the related transactions and events in the consolidated financial statements.
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Obtain sufficient and appropriate audit evidence from the financial information of the constituent individuals of the Consolidated Company to give our opinion on the consolidated financial statements. The Accountant is responsible for directing, supervising and executing the Consolidated Company's audits and forming the audit opinion for the Consolidated Company.
The Accountant's communications with the Governance Units include the scope and timing of planned audits and significant audit findings (including significant deficiencies in internal control identified during the audit).
The Accountant has determined, from communications with the Governance Units, the Key Audit Matters for the examination of the consolidated financial statements of Vactronics Technologies Inc. and its Subsidiaries for the year ending 2025. The Accountant has stated such matters in the audit report. However, under circumstances where the law does not permit the public disclosure of specific matters, or in rare circumstances, the Accountant may decide not to communicate specific matters in an audit report because it can be reasonably expected that the negative effects of such
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communication would outweigh the enhanced public interest.
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Accountant CHEN, PEI-TE
Accountant LIU,WEN-LING
Document Approval No. of the Financial Supervisory Commission
JIN-GUAN-ZHENG-SHEN-ZI No. 1080321204
Document Approval No. of the Securities and Futures Bureau
TAI-CAI-ZHENG-SHEN-ZI No. 1130349292
M a r c h 1 2 , 2 0 2 6
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Vactronics Technologies Inc. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: Thousands of NTD
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 777,106 | 46 | $ 918,519 | 49 |
| 1136 | Financial assets measured at amortized cost (Notes 7 and 24) | 70,239 | 4 | 67,250 | 3 |
| 1170 | Accounts receivable (Note 8) | 83,832 | 5 | 151,897 | 8 |
| 1200 | Other receivables (Note 8) | 3,119 | - | 3,554 | - |
| 1220 | Current income tax assets (Note 18) | 3,592 | - | 16,145 | 1 |
| 130X | Inventories (Note 9) | 129,632 | 8 | 108,536 | 6 |
| 1410 | Prepayments | 14,599 | 1 | 17,669 | 1 |
| 1470 | Other current assets | 9,005 | - | 451 | - |
| 11XX | Total current assets | 1,091,124 | 64 | 1,284,021 | 68 |
| Non-Current Assets | |||||
| 1600 | Property, plant, and equipment (Notes 11 and 24) | 515,050 | 30 | 480,450 | 26 |
| 1755 | Right-of-use assets (Notes 12) | 20,805 | 1 | 30,124 | 2 |
| 1805 | Goodwill (Note 10) | 23,688 | 2 | 23,688 | 1 |
| 1821 | Intangible assets | 4,562 | - | 5,806 | - |
| 1840 | Deferred income tax assets (Note 18) | 26,540 | 2 | 3,960 | - |
| 1900 | Other non-current assets (Note 13) | 22,612 | 1 | 53,366 | 3 |
| 15XX | Total non-current assets | 613,257 | 36 | 597,394 | 32 |
| 1XXX | Total assets | $ 1,704,381 | 100 | $ 1,881,415 | 100 |
| Code | Liabilities and Equity | ||||
| Current Liabilities | |||||
| 2100 | Short-term loans (Notes 14, 23 and 24) | $ 269,882 | 16 | $ 195,717 | 10 |
| 2170 | Notes and Accounts Payable | 32,464 | 2 | 48,730 | 3 |
| 2200 | Other Payables | 58,030 | 3 | 59,321 | 3 |
| 2230 | Current income tax liabilities (Note 18) | - | - | 477 | - |
| 2280 | Lease liabilities - current (Notes 12 and 23) | 8,788 | 1 | 8,723 | 1 |
| 2320 | Long-term borrowings due within one year (Notes 14, 23 and 24) | 25,683 | 1 | 53,050 | 3 |
| 2399 | Other current liabilities | 803 | - | 1,642 | - |
| 21XX | Total current liabilities | 395,650 | 23 | 367,660 | 20 |
| Non-Current Liabilities | |||||
| 2540 | Long-term loans (Notes 14, 23 and 24) | 32,800 | 2 | 52,200 | 3 |
| 2570 | Deferred Income Tax Liabilities (Note 18) | 1,762 | - | 4,542 | - |
| 2580 | Lease liabilities - non-current (Notes 12 and 23) | 13,698 | 1 | 23,082 | 1 |
| 25XX | Total non-current liabilities | 48,260 | 3 | 79,824 | 4 |
| 2XXX | Total liabilities | 443,910 | 26 | 447,484 | 24 |
| Equity (Note 15) | |||||
| 3110 | Ordinary Share Capital | 712,679 | 42 | 712,679 | 38 |
| 3200 | Capital Reserve | 598,354 | 35 | 598,346 | 32 |
| Retained Earnings | |||||
| 3310 | Legal Reserve | 39,326 | 2 | 37,177 | 2 |
| 3350 | Unappropriated earnings (accumulated deficit) | ( 60,395) | ( 3) | 70,545 | 3 |
| 3300 | Total retained earnings | ( 21,069) | ( 1) | 107,722 | 5 |
| 3400 | Other Equity Interest | 10,724 | - | 15,184 | 1 |
| 3500 | Treasury Shares | ( 40,217) | ( 2) | - | - |
| 3XXX | Total equity | 1,260,471 | 74 | 1,433,931 | 76 |
| Total liabilities and equity | $ 1,704,381 | 100 | $ 1,881,415 | 100 |
The accompanying notes are an integral part of the consolidated financial statement.
Chairman of the Board:
Manager:
Head of Accounting:
Vactronics Technologies Inc.
Consolidated Consolidated Profit and Loss Account
January 1 to December 31, 2023 and 2022
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Operating Income (Note 16) | Year 2023 | Year 2022 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | $546,414 | 100 | $982,188 | 100 | |
| 5000 | |||||
| 5900 | |||||
| 6100 | Marketing Expenses | 16,495 | 3 | 35,146 | 4 |
| 6200 | Administrative Expenses | 52,243 | 9 | 70,519 | 7 |
| 6300 | R&D Expenses | 31,124 | 6 | 31,099 | 3 |
| 6450 | Expected Credit | ||||
| Impairment Losses | 1 | - | - | - | |
| 6000 | Total Operating Expenses | 99,863 | 18 | 136,764 | 14 |
| 6900 | Net Operating (Loss) Profit | (3,197) | (1) | 289,830 | 29 |
| Non-operating Income and Expenses (Note 17) | |||||
| 7100 | Interest Income | 13,463 | 3 | 2,835 | - |
| 7010 | Other Income | 12,782 | 2 | 20,220 | 2 |
| 7020 | Other Gains and Losses | 7,604 | 2 | 35,297 | 4 |
| 7050 | Finance Costs (Note 24) | (9,713) | (2) | (3,266) | - |
| 7000 | Non-operating Income and Expenses (Total) | 24,136 | 5 | 55,086 | 6 |
| 7900 | Net Profit before Tax | 20,939 | 4 | 344,916 | 35 |
| 7950 | Income Tax (Benefits) | ||||
| Expenses (Note 18) | (8,763) | (1) | 72,332 | 7 |
(Continued to Next Page)
(Continued from Previous Page)
| Code | Net Profit for the Year | Year 2023 | Year 2022 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8200 | 29,702 | 5 | 272,584 | 28 |
Other Consolidated Gains and Losses
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| 8360 | Items that may be reclassified subsequently to Profit or Loss: | ||||
|---|---|---|---|---|---|
| 8361 | Conversion Differences arising from the Translation of Financial Statements of Foreign Operating Institutions | ($ 1,129) | - | $ 9,215 | 1 |
| 8300 | Other Consolidated Gains and Losses after Tax for the Year | ($ 1,129) | - | 9,215 | 1 |
| 8500 | Consolidated Profit or Loss in Total for the Year | $ 28,573 | 5 | $ 281,799 | 29 |
| 8600 | Net profit attributable to: | ||||
| 8610 | Owner of the Company | $ 29,702 | 5 | $ 272,584 | 28 |
| 8700 | Consolidated Profit or Loss in Total attributable to: | ||||
| 8710 | Owner of the Company | $ 28,573 | 5 | $ 281,799 | 29 |
| Earnings per Share (Note 19) | |||||
| 9710 | Basic | $ 0.42 | $ 4.28 | ||
| 9810 | Diluted | $ 0.41 | $ 4.24 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman of the Board: Manager: Head of Accounting:
Vactronics Technologies Inc. and its Subsidiaries
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
Unit: NT$1000
Other Equity Interest
| Code | Ordinary Share Capital | Capital Reserve | Retained Earnings | Exchange differences on translation of foreign operations | Treasury Shares | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special reserve | Unappropriated earnings (accumulated deficit) | Total | |||||||
| A1 | Balance on 01/01/2024 | $ 712,679 | $ 598,344 | $ 35,207 | $ 947 | $ 135,598 | $ 171,752 | $ 7,924 | $ - | $ 1,490,699 |
| Appropriation of Surplus for FY2023 | ||||||||||
| B1 | Legal Reserve | - | - | 1,970 | - | ( 1,970 ) | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | ( 85,522 ) | ( 85,522 ) | - | - | ( 85,522 ) |
| B17 | Reversal of Special Reserve | - | - | - | ( 947 ) | 947 | - | - | - | - |
| T1 | Dividends Not Claimed After Expiration Transferred to Capital Surplus | - | 2 | - | - | - | - | - | - | 2 |
| D1 | Net Profit for FY2024 | - | - | - | - | 21,492 | 21,492 | - | - | 21,492 |
| D3 | Other comprehensive income after tax in 2024 | - | - | - | - | - | - | 7,260 | - | 7,260 |
| D5 | Total consolidated profit and loss for the year 2024 | - | - | - | - | 21,492 | 21,492 | 7,260 | - | 28,752 |
| Z1 | Balance December 31, 2024 | 712,679 | 598,346 | 37,177 | - | 70,545 | 107,722 | 15,184 | - | 1,433,931 |
| Appropriation of Surplus for FY2024 | ||||||||||
| B1 | Legal Reserve | - | - | 2,149 | - | ( 2,149 ) | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | ( 21,377 ) | ( 21,377 ) | - | - | ( 21,377 ) |
| T1 | Dividends Not Claimed After Expiration Transferred to Capital Surplus | - | 8 | - | - | - | - | - | - | 8 |
| D1 | Net Loss for FY2025 | - | - | - | - | ( 107,414 ) | ( 107,414 ) | - | - | ( 107,414 ) |
| D3 | Other comprehensive income after tax in 2025 | - | - | - | - | - | - | ( 4,460 ) | - | ( 4,460 ) |
| D5 | Total consolidated profit and loss for the year 2025 | - | - | - | - | ( 107,414 ) | ( 107,414 ) | ( 4,460 ) | - | ( 111,874 ) |
| L1 | Purchase of treasury shares | - | - | - | - | - | - | - | ( 40,217 ) | ( 40,217 ) |
| Z1 | Balance December 31, 2025 | $ 712,679 | $ 598,354 | $ 39,326 | $ - | ($ 60,395 ) | ($ 21,069 ) | $ 10,724 | ($ 40,217 ) | $ 1,260,471 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman of the Board:
Manager:
Head of Accounting:
Vactronics Technologies Inc. and its Subsidiaries
Consolidated Cash Flow Statement
For the years ended December 31, 2025 and 2024
Unit: NT$1000
| Code | Cash flow from operating activities | Year: 2025 | Year: 2024 |
|---|---|---|---|
| A10000 | Net profit (loss) for the year before tax | ($ 133,123) | $ 37,917 |
| A20010 | Income and expense items | ||
| A20100 | Depreciation expense | 65,061 | 71,289 |
| A20200 | Amortization expense | 10,634 | 7,942 |
| A20300 | Expected credit impairment loss (reversal gain) | 49 | ( 15) |
| A20400 | Net gains on financial assets measured at fair value through profit or loss | ( 1,080) | ( 275) |
| A20900 | Finance costs | 8,462 | 9,440 |
| A21200 | Interest income | ( 9,820) | ( 17,449) |
| A21300 | Dividend Income | ( 45) | ( 20) |
| A22500 | Loss (gain) on disposal of property, plant and equipment | ( 7,941) | 488 |
| A23700 | Inventory write-down and obsolescence loss | 52,707 | 10,076 |
| A24100 | Net loss (gain) on foreign currency translation | 26,536 | ( 12,817) |
| A29900 | Net gain on lease modification | ( 3) | - |
| A30000 | Net changes in operating assets and liabilities | ||
| A31115 | Financial Assets Measured at Fair Value through Profit or Loss | 1,080 | 275 |
| A31130 | Accounts receivable | 61,978 | ( 20,819) |
| A31180 | Other receivables | ( 427) | 2,204 |
| A31200 | Inventories | ( 73,803) | 39,660 |
| A31230 | Prepayments | 2,755 | ( 6,651) |
| A31240 | Other current assets | ( 8,554) | ( 413) |
| A31990 | Other non-current assets | ( 6,189) | ( 6,323) |
| A32130 | Notes and Accounts Payable | ( 15,521) | ( 4,013) |
| A32180 | Other Payables | 353 | 7,506 |
| A32230 | Other current liabilities | ( 839) | 808 |
| A33000 | Cash generated from (used in) operations | ( 27,730) | 118,810 |
| A33100 | Interest received | 10,609 | 16,895 |
| A33300 | Interest paid | ( 8,522) | ( 9,471) |
| A33500 | Income tax refunded (paid) | 12,425 | ( 5,413) |
| AAAA | Net cash inflows (outflows) from operating activities | ( 13,218) | 120,821 |
| (Continued on next page) |
(Continued from previous page)
| Code | Year: 2025 | Year: 2024 | |
|---|---|---|---|
| Cash flow from investing activities | |||
| B00040 | Acquisition of financial assets at amortized cost | ($ 10,344) | $ - |
| B00050 | Disposal of Financial assets measured at amortized cost | 6,000 | 78,257 |
| B02700 | Acquisition of property, plant, and equipment | ( 40,860) | ( 20,143) |
| B02800 | Disposal of property, plant, and equipment | 7,941 | 731 |
| B03800 | Decrease (increase) in refundable deposits | ( 831) | 130 |
| B04500 | Acquisition of intangible assets | ( 1,795) | ( 1,455) |
| B07100 | Increase in prepayment for equipment | ( 22,525) | ( 45,453) |
| B07600 | Dividends received | 45 | 20 |
| BBBB | Net cash inflows (outflows) from investing activities | ( 62,369) | 12,087 |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term loans | 716,742 | 675,717 |
| C00200 | Decrease in short-term loans | ( 646,712) | ( 660,000) |
| C01600 | Increase of long-term loans | 11,130 | 6,875 |
| C01700 | Repayment of long-term loans | ( 53,044) | ( 46,129) |
| C04020 | Repayment of principal of lease liabilities | ( 8,920) | ( 9,157) |
| C04500 | Cash dividends paid | ( 21,377) | ( 85,522) |
| C04900 | Purchase of treasury shares | ( 40,217) | - |
| C09900 | Dividends Not Claimed After Expiration | 8 | 2 |
| CCCC | Net cash outflow from financing activities | ( 42,390) | ( 118,214) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 23,436) | 12,638 |
| EEEE | Net increase (decrease) in cash and cash equivalents | ( 141,413) | 27,332 |
| E00100 | Cash and cash equivalents at beginning of year | 918,519 | 891,187 |
| E00200 | Cash and cash equivalents at end of year | $ 777,106 | $ 918,519 |
The accompanying notes are an integral part of the consolidated financial statement.
Chairman of the Board:
Manager:
Head of Accounting:
(Attachment IV)
The Audit Report by the Accountant
Vactronics Technologies Inc.:
Audit Opinion
The individual balance sheets of Vactronics Technologies Inc. as of December 31, 2025 and 2024, and the individual consolidated statements of income, changes in individual equity and cash flow for the periods from January 1 to December 31, 2025 and 2024, and the notes to the individual financial statements, which comprise a summary of significant accounting policies, have been audited by the Accountant.
In the opinion of the Accountant, the individual financial statements referred to above have been prepared, in all material respects, in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, and are sufficient to present fairly the individual financial position of Vactronics Technologies Inc. as of December 31, 2025 and 2024, and the individual financial performance and individual cash flow for the periods from January 1 to December 31, 2025 and 2024, respectively.
Basis for Audit Opinions
The Accountant performed the audit in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards. The Accountant's responsibilities under these standards are further described in the section of Responsibility of Accountants for Audits of Individual Financial Statements. Persons in the Accountant's firm who are subject to the Independence Requirements have maintained their independence from Vactronics Technologies Inc. in accordance with the Code of Ethics for Accountants, and have fulfilled their other obligations under the Code. The Accountant believes that it has obtained sufficient and appropriate audit evidence on which to base its opinion.
Key Audit Matters
Key Audit Matters are those matters that, in the professional judgement of the Accountant, are of most significance in an audit of the individual financial statements of Vactronics Technologies Inc. for the year ended 2025. These matters have been taken into account in the process of examining the individual financial statements taken as a whole, and formed an opinion. The Accountant does not express an opinion on these matters individually.
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The Key Audit Matters in the individual financial statements of Vactronics Technologies Inc. for the year ending 2025 are described below:
As discussed in Note 4, Vactronics Technologies Inc. derives its sales revenue mainly from the sales of thin film filters and precision optical components. Due to the fact that some of the revenue contributed by exporting customers is significant and the goods are shipped from overseas shipping warehouses, the revenue from external sales can only be recognized when the goods are actually received by the external customers. The impact of the amount of its sales revenue in 2025 on the overall financial statements is material. There is a significant risk to the authenticity of the revenue from export sales, therefore, the Accountant has determined the authenticity of the recognition of revenue from export sales from overseas warehouses to be a Key Audit Matter.
The Accountant performed the following key audit procedures:
- Understand and assess the design and effectiveness of internal control over revenue from sales out of overseas warehouses and to perform control testing.
- Review the customer's original order and related documents from the details of sales revenue from overseas shipment warehouses, based on sampling, to verify the authenticity of the sales revenue from overseas shipments.
Responsibilities of the Management and Governance Units for the Individual Financial Statements
Management's responsibility is to prepare financial statements that fairly present the financial position of Vactronics Technologies Inc. in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers, and to maintain such internal control as is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.
Unless it is management's intention to liquidate Vactronics Technologies Inc. or to cease operations, or there are no practical alternatives to liquidation or cessation of operations, management's responsibility in the preparation of the individual financial statements also includes an assessment of Vactronics Technologies Inc.'s ability to continue as a going concern, the extent to which disclosures are made, and the basis of accounting for the continuation of operations.
The Governance Units (including the Audit Committee) of Vactronics Technologies Inc. are responsible for overseeing the financial reporting process.
The Accountant's Responsibility for Reviewing the parent company only Financial Statements
The objective of the Accountant's review of the entity's financial statements is to obtain reasonable assurance about whether the entity's financial statements taken as a whole are free from material misstatement, whether due to fraud or error, and to issue a report thereon. Reasonable assurance is a high level of assurance, but an audit performed in accordance with auditing standards does not provide assurance that material misstatements of the individual financial statements will be detected. Misrepresentation may be due to fraud or error. Individual amounts or aggregates of
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misstatements are considered to be material if they could reasonably be expected to affect the economic decisions of users of the individual financial statements.
As part of an audit in accordance with GAAS, we exercise professional judgment and professional skepticism in audits. The Accountant also performs the following tasks:
-
Identify and assess the risks of material misstatement of individual financial statements due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and relevant audit evidence on which to base an audit opinion. As fraud may involve conspiracy, forgery, willful omission, misrepresentation, or a breach of internal control, the risk of not detecting a material misstatement that is the result of fraud is greater than the risk of a material misstatement that is the result of an error.
-
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 Vactronics Technologies Inc.'s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Draw conclusions, based on the audit evidence obtained, about the appropriateness of management's basis of accounting for going concern, and about whether there are material uncertainties relating to events or conditions that may cast significant doubt on Vactronics Technologies Inc.'s ability to continue as a going concern. If the Accountant concludes that a material uncertainty exists regarding such events or circumstances, the Accountant is required to draw the attention of users of the parent company only financial statements to the relevant disclosures in the financial statements in the audit report, or to revise the audit opinion if such disclosures are inappropriate. The Accountant's conclusions are based on audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Vactronics Technologies Inc. to cease to have the ability to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the individual financial statements, including the related notes, and the adequacy of the individual financial statements to present the underlying transactions and events.
-
Obtain sufficient and appropriate audit evidence about the financial information of the entities comprising Vactronics Technologies Inc. to express an opinion on the individual financial statements. The Accountant is responsible for directing, supervising and performing the audit and for forming an opinion on the audit of Vactronics Technologies Inc.
-
22 -
The Accountant’s communications with the Governance Units include the scope and timing of planned audits and significant audit findings (including significant deficiencies in internal control identified during the audit).
The Accountant has determined, from communications with the Governance Units, the Key Audit Matters for the examination of the individual financial statements of Vactronics Technologies Inc. for the year ending 2025. The Accountant has stated such matters in the audit report. However, under circumstances where the law does not permit the public disclosure of specific matters, or in rare circumstances, the Accountant may decide not to communicate specific matters in an audit report because it can be reasonably expected that the negative effects of such communication would outweigh the enhanced public interest.
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Accountant CHEN, PEI-TE
Accountant LIU,WEN-LING
Document Approval No. of the Financial Supervisory Commission
JIN-GUAN-ZHENG-SHEN-ZI No. 1080321204
Document Approval No. of the Financial Supervisory Commission
JIN-GUAN-ZHENG-SHEN-ZI No. 1130349292
M A R C H 1 2 , 2 0 2 6
Vactronics Technologies Inc.
Individual Balance Sheet
Years Ended December 31, 2025 and 2024
Unit: NT$1000
| Code | Asset | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 665,548 | 40 | $ 799,316 | 43 |
| 1136 | Financial assets measured at amortized cost (Notes 7 and 24) | 70,239 | 4 | 67,250 | 4 |
| 1170 | Accounts receivable (Notes 8) | 83,832 | 5 | 151,897 | 8 |
| 1180 | Receivables - related parties (Notes 8 and 23) | 6,431 | - | 4,283 | - |
| 1200 | Other receivables (Note 9 and 23) | 107,735 | 7 | 78,907 | 4 |
| 1220 | Current income tax assets (Note 18) | 3,592 | - | 16,145 | 1 |
| 130X | Inventories (Note 9) | 107,138 | 6 | 88,408 | 5 |
| 1410 | Prepayments | 4,648 | - | 7,180 | - |
| 1470 | Other current assets | 242 | - | 451 | - |
| 11XX | Total current assets | 1,049,405 | 62 | 1,213,837 | 65 |
| Non-Current Assets | |||||
| 1550 | Equity-method investments (Note 10) | 121,382 | 7 | 135,747 | 7 |
| 1600 | Property, plant, and equipment (Notes 11 and 24) | 444,414 | 27 | 463,360 | 25 |
| 1755 | Right-of-use assets (Notes 12) | 17,026 | 1 | 25,871 | 2 |
| 1780 | Intangible assets | 4,562 | - | 5,806 | - |
| 1840 | Deferred income tax assets (Note 18) | 26,540 | 2 | 3,960 | - |
| 1900 | Other non-current assets (Note 13) | 22,612 | 1 | 16,683 | 1 |
| 15XX | Total non-current assets | 636,536 | 38 | 651,427 | 35 |
| 1XXX | Total Assets | $ 1,685,941 | 100 | $ 1,865,264 | 100 |
| Code | Liabilities and Equity | ||||
| Current Liabilities | |||||
| 2100 | Short-term loans (Notes 14, 23 and 24) | $ 265,000 | 16 | $ 185,000 | 10 |
| 2170 | Notes and Accounts Payable | 30,481 | 2 | 46,494 | 2 |
| 2180 | Accounts payable - related parties (Note 23) | 19,265 | 1 | 12,532 | 1 |
| 2200 | Other payables (Note 23) | 45,167 | 3 | 55,792 | 3 |
| 2230 | Current income tax liabilities (Note 18) | - | - | 477 | - |
| 2280 | Lease liabilities - current (Notes 12 and 23) | 8,744 | - | 8,666 | - |
| 2320 | Long-term borrowings due within one year (Notes 14, 23 and 24) | 25,683 | 1 | 53,050 | 3 |
| 2399 | Other current liabilities | 804 | - | 1,642 | - |
| 21XX | Total current liabilities | 395,144 | 23 | 363,653 | 19 |
| Non-Current Liabilities | |||||
| 2540 | Long-term loans (Notes 14, 23 and 24) | 19,648 | 1 | 45,325 | 3 |
| 2570 | Deferred income tax liabilities (Note 18) | 1,762 | - | 4,542 | - |
| 2580 | Lease liabilities - non-current (Notes 12 and 23) | 8,916 | 1 | 17,813 | 1 |
| 25XX | Total non-current liabilities | 30,326 | 2 | 67,680 | 4 |
| 2XXX | Total liabilities | 425,470 | 25 | 431,333 | 23 |
| Equity (Note 15) | |||||
| 3110 | Ordinary Share Capital | 712,679 | 42 | 712,679 | 38 |
| 3200 | Capital Reserve | 598,354 | 35 | 598,346 | 32 |
| Retained Earnings | |||||
| 3310 | Legal Reserve | 39,326 | 2 | 37,177 | 2 |
| 3350 | Undistributed earnings (accumulated deficit) | ( 60,395) | ( 3) | 70,545 | 4 |
| 3300 | Total retained earnings | ( 21,069) | ( 1) | 107,722 | 6 |
| 3400 | Other Equity Interest | 10,724 | 1 | 15,184 | 1 |
| 3500 | Treasury shares | ( 40,217) | ( 2) | - | - |
| 3XXX | Total equity | 1,260,471 | 75 | 1,433,931 | 77 |
| Total Liabilities and Equity | $ 1,685,941 | 100 | $ 1,865,264 | 100 |
The accompanying notes are an integral part of the individual financial statements.
Chairman of the Board:
Manager:
Head of Accounting:
Vactronics Technologies Inc.
Individual Consolidated Profit and Loss Account
January 1 to December 31, 2025 and 2024
Unit: In Thousands of New Taiwan Dollars,
Except Earnings (Losses) Per Share
| Code | Year: 2025 | Year: 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4100 | Operating income (Note 16) | $ 535,775 | 100 | $ 670,994 | 100 |
| 5110 | Operating costs (Notes 9, 17 and 23) | 559,208 | 105 | 572,653 | 85 |
| 5900 | Operating gross profit (loss) | (23,433) | (5) | 98,341 | 15 |
| Operating expenses (Notes 8 and 17) | |||||
| 6100 | Marketing expenses | 15,356 | 3 | 18,083 | 3 |
| 6200 | Management costs | 52,961 | 10 | 50,866 | 8 |
| 6300 | R&D expenditures | 28,460 | 5 | 29,667 | 4 |
| 6400 | Expected credit impairment loss (reversal gain) | 49 | - | (15) | - |
| 6000 | Total operating expenses | 96,826 | 18 | 98,601 | 15 |
| 6900 | Net operating loss | (120,259) | (23) | (260) | - |
| Non-operating income and expenses (Notes 17 and 23) | |||||
| 7100 | Interest income | 9,458 | 2 | 15,355 | 2 |
| 7010 | Other income | 14,724 | 3 | 8,677 | 2 |
| 7020 | Other gains and losses | (20,194) | (4) | 34,231 | 5 |
| 7050 | Finance costs | (6,947) | (1) | (8,292) | (1) |
| 7070 | Share of profit or loss of subsidiaries using equity method (Note 10) | (9,905) | (2) | (11,794) | (2) |
| 7000 | Total non-operating income and expenses | (12,864) | (2) | 38,177 | 6 |
| 7900 | Net profit before tax | (133,123) | (25) | 37,917 | 6 |
| 7950 | Income tax (benefit) expense (Note 18) | (25,709) | (5) | 16,425 | 3 |
| (Continued on next page) |
(Continued from previous page)
| Code | Year: 2025 | Year: 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 8200 | Net profit (loss) for the year | ($ 107,414) | (20) | $ 21,492 | 3 |
| 8360 | Other Comprehensive Income | ||||
| 8380 | Items that may be reclassified to profit or loss in the future: | ||||
| 8380 | Share of other comprehensive income of subsidiaries accounted for using equity method | (4,460) | (1) | 7,260 | 1 |
| 8300 | Other Comprehensive income for the year (Net of tax) | (4,460) | (1) | 7,260 | 1 |
| 8500 | Total consolidated profit and loss for the year | ($ 111,874) | (21) | $ 28,752 | 4 |
| 9710 | Earnings (losses) per share (Note 19) | ||||
| 9710 | Basic | ($ 1.52) | $ 0.30 | ||
| 9810 | Diluted | ($ 1.52) | $ 0.30 |
The accompanying notes are an integral part of the individual financial statements.
Chairman of the Board:
Manager:
Head of Accounting:
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Vactronics Technologies Inc.
Individual Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
| Code | Ordinary Share Capital | Capital Reserve | Legal Reserve | Special reserve | Unappropriated earnings (accumulated deficit) | Total | Other Equity Interest | Unit: NT$1,000 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Unappropriated earnings (accumulated deficit) | Total | Oversess Operating Organizations Translation of Financial Statements | Treasury shares | ||||||||
| A1 | Balance on 01/01/2024 | $ 712,679 | $ 598,344 | $ 35,207 | $ 947 | $ 135,598 | $ 171,752 | $ 7,924 | $ - | $ 1,490,699 | |
| Appropriation of surplus for FY2023 | |||||||||||
| B1 | Legal reserve | - | - | 1,970 | - | ( 1,970 ) | - | - | - | - | |
| B5 | Cash dividends | - | - | - | - | ( 85,522 ) | ( 85,522 ) | - | - | ( 85,522 ) | |
| B17 | Reversal of special reserve | - | - | - | ( 947 ) | 947 | - | - | - | - | |
| T1 | Dividends not claimed after expiration transferred to capital surplus | - | 2 | - | - | - | - | - | - | 2 | |
| D1 | Net profit for FY2024 | - | - | - | - | 21,492 | 21,492 | - | - | 21,492 | |
| D3 | Other comprehensive income after tax in 2024 | - | - | - | - | - | - | 7,260 | - | 7,260 | |
| D5 | Total consolidated profit and loss for the year 2024 | - | - | - | - | 21,492 | 21,492 | 7,260 | - | 28,752 | |
| Z1 | Balance December 31, 2024 | 712,679 | 598,346 | 37,177 | - | 70,545 | 107,722 | 15,184 | - | 1,433,931 | |
| Appropriation of surplus for FY2024 | |||||||||||
| B1 | Legal reserve | - | - | 2,149 | - | ( 2,149 ) | - | - | - | - | |
| B5 | Cash dividends | - | - | - | - | ( 21,377 ) | ( 21,377 ) | - | - | ( 21,377 ) | |
| T1 | Dividends not claimed after expiration transferred to capital surplus | - | 8 | - | - | - | - | - | - | 8 | |
| D1 | Net loss for FY2025 | - | - | - | - | ( 107,414 ) | ( 107,414 ) | - | - | ( 107,414 ) | |
| D3 | Other comprehensive income after tax in 2025 | - | - | - | - | - | - | ( 4,460 ) | - | ( 4,460 ) | |
| D5 | Total consolidated profit and loss for the year 2025 | - | - | - | - | ( 107,414 ) | ( 107,414 ) | ( 4,460 ) | - | ( 111,874 ) | |
| L1 | Purchase of treasury shares | - | - | - | - | - | - | - | ( 40,217 ) | ( 40,217 ) | |
| Z1 | Balance December 31, 2025 | $ 712,679 | $ 598,354 | $ 39,326 | $ - | ($ 60,395 ) | ($ 21,069 ) | $ 10,724 | ($ 40,217 ) | $ 1,260,471 |
The accompanying notes are an integral part of the individual financial statements.
Chairman of the Board: Manager: Head of Accounting:
Vactronics Technologies Inc.
Individual Cash Flow Statement
January 1 to December 31, 2025 and 2024
| Code | Cash flow from operating activities | Year: 2025 | Unit: NT$1,000
Year: 2024 |
| --- | --- | --- | --- |
| A10000 | Net profit (loss) for the year before tax | ($ 133,123) | $ 37,917 |
| A20010 | Income and expense items | | |
| A20100 | Depreciation expense | 62,992 | 68,750 |
| A20200 | Amortization expense | 10,634 | 7,942 |
| A20300 | Expected credit impairment loss
(reversal gain) | 49 | ( 15) |
| A20400 | Net gains on financial assets
measured at fair value through
profit or loss | ( 1,080) | ( 275) |
| A20900 | Finance costs | 6,947 | 8,292 |
| A21200 | Interest income | ( 9,458) | ( 15,355) |
| A21300 | Dividend Income | ( 45) | ( 20) |
| A22400 | Share of profit or loss of
subsidiaries accounted for
using equity method | 9,905 | 11,794 |
| A22500 | Loss (gain) on disposal of
property, plant and equipment | ( 7,941) | 488 |
| A23800 | Inventory write-down and
obsolescence loss | 50,729 | 9,051 |
| A24100 | Net loss (gain) on foreign
currency translation | 26,874 | ( 15,042) |
| A29900 | Net gain on lease modification | ( 3) | - |
| A30000 | Net changes in operating assets and
liabilities | | |
| A31115 | Financial assets measured at fair
value through profit or loss | 1,080 | 275 |
| A31130 | Accounts receivable | 61,769 | ( 21,387) |
| A31160 | Accounts receivable - related
parties | ( 2,307) | ( 1,782) |
| A31180 | Other receivables | ( 32,547) | ( 72,997) |
| A31200 | Inventories | ( 69,459) | 39,617 |
| A31230 | Prepayments | 2,217 | 2,606 |
| A31240 | Other current assets | 209 | ( 413) |
| A31990 | Other non-current assets | ( 6,189) | ( 6,323) |
| A32130 | Notes and accounts payable | ( 15,268) | ( 4,142) |
| A32160 | Accounts payable – related
parties | 7,193 | ( 627) |
| A32180 | Other payables | ( 9,251) | 6,964 |
| A32230 | Other current liabilities | ( 838) | 808 |
| A33000 | Cash generated from (used in)
operations | ( 46,911) | 56,126 |
| A33100 | Interest received | 10,247 | 14,801 |
| A33300 | Interest paid | ( 7,007) | ( 8,323) |
(Continued on next page)
(Continued from previous page)
| Code | Year: 2024 | Year: 2023 | |
|---|---|---|---|
| A33500 | Income tax refunded (paid) | $ 12,425 | ($ 5,413) |
| AAAA | Net cash inflows (outflows) from operating activities | ( 31,246 ) | 57,191 |
| Cash flow from investing activities | |||
| B00040 | Acquisition of financial assets at amortized cost | ( 10,344 ) | - |
| B00050 | Disposal of financial assets measured at amortized cost | 6,000 | 78,257 |
| B02700 | Acquisition of property, plant, and equipment | ( 23,414 ) | ( 19,502 ) |
| B02800 | Disposal of property, plant, and equipment | 11,554 | 731 |
| B03800 | Decrease (increase) in refundable deposits | ( 831 ) | 130 |
| B04500 | Acquisition of intangible assets | ( 1,795 ) | ( 1,455 ) |
| B07100 | Increase in prepayment for equipment | ( 22,525 ) | ( 8,770 ) |
| B07600 | Dividends received | 45 | 20 |
| BBBB | Net cash inflows (outflows) from investing activities | ( 41,310 ) | 49,411 |
| Cash flow from financing activities | |||
| C00100 | Increase in short-term loans | 715,000 | 665,000 |
| C00200 | Decrease in short-term loans | ( 635,000 ) | ( 660,000 ) |
| C01700 | Repayment of long-term loans | ( 53,044 ) | ( 46,129 ) |
| C04020 | Repayment of principal of lease liabilities | ( 8,649 ) | ( 8,947 ) |
| C04500 | Cash dividends paid | ( 21,377 ) | ( 85,522 ) |
| C04900 | Purchase of treasury shares | ( 40,217 ) | - |
| C09900 | Dividends not claimed after expiration | 8 | 2 |
| CCCC | Net cash inflow (outflow) from financing activities | ( 43,279 ) | ( 135,596 ) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | ( 17,933 ) | 7,677 |
| EEEE | Net decrease in cash and cash equivalents | ( 133,768 ) | ( 21,317 ) |
| E00100 | Cash and cash equivalents at beginning of year | 799,316 | 820,633 |
| E00200 | Cash and cash equivalents at end of year | $ 665,548 | $ 799,316 |
The accompanying notes are an integral part of the individual financial statements.
Chairman of the Board:
Manager:
Head of Accounting:
(Attachment V)
Vactronics Technologies Inc.
2025 Statement of Loss Appropriation
In New Taiwan Dollars
| Item | Amount |
|---|---|
| Unallocated surplus at the beginning of the period | 47,018,034 |
| Plus: Net loss after tax for the period | (107,413,909) |
| Accumulated deficit at end of period | (60,395,875) |
| Legal reserve for cover deficits | 39,326,480 |
| Special reserve for cover deficits | 21,069,395 |
| Unallocated surplus at the end of the period | 0 |
Chairman of the Board:
General Manager:
Accounting Supervisor:
(Appendix I)
Vactronics Technologies Inc.
Articles of Incorporation
CHAPTER 1. GENERAL
Article 1: The Company is organized and named Vactronics Technologies Inc. in accordance with the Company Act.
Article 2: The businesses in which the Company operates are as follows:
(i) CE01030 Optical Instrument Manufacturing.
(ii) CC01080 Electronic Components Manufacturing.
(iii) F2024030 Wholesale of Precision Instruments.
(iv) F119010 Wholesale of Electronic Materials.
(v) F401010 International Trade.
(vi) C901020 Glass and Glassware Manufacturing.
(vii) Businesses not prohibited or restricted by laws and regulations, in addition to licensed businesses.
Article 2-1: The Company may endorse, guarantee, and reinvest in other businesses due to business needs. The total amount of reinvestment shall not be subject to the limitations set forth in Article 13 of the Company Act, and the endorsement and guarantee operations shall be handled in accordance with the "Endorsement and Guarantee Handling Procedures" of the Company.
Article 3: The Company shall establish its head office in Miaoli County, and may set up branch offices domestically or abroad, if necessary, by resolution of the Board of Directors.
Article 4: Unless otherwise provided by the Company Act or other laws and regulations, the Company's public announcements shall be published in the prominent part of the daily newspaper of the county, city, or province where the head office is located.
CHAPTER 2. SHARES
Article 5: The total capital stock of the Company is NT$1,000,000,000 divided into 100,000,000 shares with a par value of NT$10 per share, of which the unissued shares are authorized to be issued by the Board of Directors in several installments.
Within the aforementioned total capital, NT$3,500,000 is reserved for the issuance of employee stock options, totaling 3,500,000 shares at NT$10 per share, and the Board of Directors is authorized to issue them in installments according to actual needs. In the event that the shares of the Company may be repurchased by the Company itself in accordance with the law, the Board of Directors shall be authorized to do so as provided by law.
Article 5: If the Company intends to transfer to employees at a price lower than the average price of the shares actually purchased, or to issue employee stock options at a price lower than the market price (net value per share), the transfer shall be approved by two-thirds or more of the shareholders present at the most recent shareholders' meeting representing more than one-half of the total number of shares outstanding, and the shareholders present shall have the right to vote on the transfer.
Article 6: Shares issued by the Company are exempt from the printing of share certificates, but should be registered with the central securities depository. All share certificates printed by the Company shall be registered share certificates and shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations of the Republic of China (Taiwan).
Article 7: The shareholders of the Company shall comply with the Company Act and relevant laws and regulations issued by the regulatory authorities in handling stock transfers, creation of pledges of rights, loss of stock certificates, inheritance, gifts, loss of seals, and change of address.
Article 8: The original article is deleted.
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Article 9: The original article is deleted.
Article 10: The original article is deleted.
Article 11: The change of name and transfer of shares shall cease not later than sixty (60) days prior to the date of the regular meeting of shareholders, not later than thirty (30) days prior to the date of the extraordinary meeting of shareholders, or not later than five (5) days prior to the date on which the Company decides to distribute dividends and bonuses or other benefits.
Article 11-1: The Company may not conduct a public offering without a special resolution of the shareholders' meeting. This Article shall not be changed during the period of over-the-counter trading or listing of the Company.
CHAPTER 3. SHAREHOLDERS' MEETING
Article 12: There shall be two types of shareholders' meetings: regular meetings and extraordinary meetings. Regular meetings shall be convened at least once a year, within six months after the end of each fiscal year, by the Board of Directors, in accordance with the law; extraordinary meetings, when necessary, shall be convened in accordance with the law. In accordance with Article 172 of the Company Act, the Board of Directors shall convene a shareholders' meeting, unless otherwise provided for in the Company Act.
The shareholders' meeting may be held by video conference (including video-only shareholders' meeting and hybrid shareholders' meeting) in accordance with Article 172-2 of the Company Act, or by other means as announced by the central responsible authority.
Article 13: When a shareholder is unable to attend the shareholders' meeting for any reason, the shareholder may sign and seal a power of attorney printed and issued by the company stating the scope of authorization for the agent to attend the meeting. With respect to the shareholders' proxy, in addition to Article 177 of the Company Act, the Company shall comply with the "Rules Governing the Use of Proxy Forms for Attendance at Shareholders' Meetings of Public Companies" promulgated by the regulatory authorities.
Article 14: When a shareholders' meeting is convened by the board of directors, the chairman of the board shall be the chairman. In the event that the chairman of the board of directors is on leave of absence, or is unable to exercise his or her duties for any reason, the chairman of the board of directors shall designate one of the directors to act on his or her behalf. If he/she is not so designated, the directors shall elect one from among themselves to act on his/her behalf. When a shareholders' meeting is convened by a convening authority other than the Board of Directors, the convening authority shall be the chairman of the meeting. If there are more than two convening authorities, they shall elect one from among themselves to be the chairman of the meeting.
Article 15: The shareholders of the Company shall have the right to vote, but shall not have the right to vote under the circumstances stipulated in Article 179 of the Company Act and Article 1971 of the Company Act. The Company shall include electronic means as one of the channels for shareholders to exercise their voting rights when the Company convenes a shareholders' meeting.
Article 16: Except as otherwise provided in the Company Act, a resolution at the shareholders' meeting shall be approved by more than half of the voting rights of shareholders present, and the shareholders present shall represent more than half of the total number of issued shares.
Article 17: A minutes of the shareholders' meeting shall be made regarding the resolutions voted at the shareholders' meeting, signed or sealed by the chairman of the meeting, and distributed to the shareholders within 20 days after the meeting. The minutes of the meeting shall contain the main points of the proceedings and the results thereof. The minutes shall be kept by the Company, together with the signatures of the shareholders attending the meeting and the proxy form for attending the meeting.
Article 18: The original article is deleted.
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CHAPTER 4. DIRECTORS
Article 19: The Company shall have seven to eleven (7~11) Directors, who shall be elected for a term of three (3) years, and shall be eligible for re-election. Among the above directors, there shall be at least three independent directors and the number of independent directors shall not be less than one-fifth of the number of directors. Directors (including independent directors) are proposed under the nomination system as described in Article 192 of the Company Act, and are elected by the shareholders from a list of candidates. The election of directors is based on a cumulative voting system, whereby independent directors and non-independent directors are elected together and counted separately. The professional qualifications, shareholdings, restrictions on concurrent positions, nominations, and other requirements for independent directors shall be in accordance with the relevant regulations of the securities authorities.
During the term of office of the directors, the Company may purchase liability insurance for indemnity liabilities arising from the execution of the business scope of the directors, and the amount of insurance and the insurance matters are authorized to be determined by the board of directors.
The Company has established an Audit Committee in accordance with the law. The number, term of office, duties, and rules of procedure of the Audit Committee shall be separately determined in accordance with the relevant provisions of the "Regulations Governing the Exercise of Duties and Powers by the Audit Committee of a Public Company" and the Organizational Procedures of the Audit Committee.
The Company may establish other functional committees, the organization of which shall be determined by the Board of Directors in accordance with relevant laws and regulations.
Article 20: If the number of Directors reaches one-third of the total number of required Directors, or if any of the Independent Directors resigns, the Board of Directors shall convene a shareholders' meeting within 60 days to hold a by-election to fill the vacancy. The term of office of the Director(s) who is reappointed or elected shall be for the remainder of the original term.
When the term of office of the directors expires and the re-election is not held in time, the term of office of the existing directors may be extended to assume the executive duties until the re-elected directors take office.
Article 21: The directors shall organize a board of directors and elect a chairman from among themselves with the attendance of at least two-thirds of the directors and the approval of a majority of the directors present, and shall execute all affairs of the Company in accordance with the laws, the Articles of Incorporation, and the resolutions of the shareholders' meeting and the board of directors.
Article 22: The Company's business policies and other important matters shall be resolved by the Board of Directors. The Board of Directors shall be convened by the Chairman of the Board of Directors, who shall be the chairman of the Board of Directors, except for the first Board of Directors' meeting of each term, which shall be convened in accordance with Article 203 of the Company Act. If the chairman is unable to perform his/her duties, the chairman shall designate a director to act on his/her behalf. If the chairman is unable to perform his duties, the chairman shall designate a director to act as his proxy. If no proxy is designated, the directors shall elect one from among themselves to act as their proxy.
The Board of Directors shall be convened at least once every quarter. The Board of Directors shall be convened by giving seven days' notice to the directors of the reasons for the convening of the Board of Directors. However, in case of emergency, the Board of Directors may be convened at any time.
The notice of the convening of the Board of Directors may be given in writing, by e-mail, or by facsimile, if agreed by the relevant parties.
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Article 23: Unless otherwise provided in the Company Act, a meeting of the board of directors shall be held with a majority of the directors present, and with the consent of a majority of the directors. Directors who are unable to attend a meeting for any reason may appoint another director to act as their proxy to attend the meeting by issuing a letter of proxy setting forth the scope of authority to convene the meeting, provided that the proxy is limited to one person for one person.
If the Board of Directors' meeting is held by video conference, a director who participates in the meeting by video is deemed to be present in person.
Article 24: Minutes of proceedings of the Board of Directors shall be prepared and signed or sealed by the chairman and distributed to the directors within 20 days after the meeting. The minutes shall be kept in the Company together with the signature books of the attending directors, and any proxy form for attending the meeting.
Article 25: The original article is deleted.
CHAPTER 5. MANAGERS
Article 26: The Company may have a number of managers, whose appointment, termination, and compensation shall be in accordance with the provisions of Article 29 of the Company Act.
Article 27: The original article is deleted.
Article 28: The original article is deleted.
CHAPTER 6. FINAL ACCOUNTING OF REVENUE AND EXPENDITURE
Article 29: At the end of each accounting year of the Company, the Board of Directors shall compile the following forms and submit them to the shareholders' meeting for approval in accordance with the law:
(a) Business reports (b) Financial statements (c) Proposals for distribution of earnings or appropriation of losses.
Article 30: The remuneration of the directors of the Company shall be determined by the board of directors in accordance with the extent of their participation in, and the value of, their contributions to the Company's operations, and by reference to the industry standard, and is authorized to be determined by the board of directors.
Article 31: The Company shall set aside not less than 3% of its annual profits as compensation for its employees, (Of this amount, not less than 25% shall be allocated as compensation to grassroots-level employees) which shall be distributed in shares or in cash by resolution of the Board of Directors. The target group includes employees of the Company's subsidiaries who meet certain conditions. The Board of Directors or its delegate is authorized to prescribe the relevant rules and regulations. The Company may, by resolution of the Board of Directors, set aside not more than 5% of the above profits as remuneration to the directors. The distribution of employees' and directors' remuneration shall be reported to the shareholders in the shareholders' meeting.
However, if the Company has accumulated losses, it shall reserve the amount of compensation in advance and then allocate the remuneration to employees and directors in accordance with the aforementioned ratio.
If the Company has a surplus in the annual accounts, 10% of the surplus shall be set aside as legal reserve after paying taxes and making up for accumulated losses in accordance with the law. However, if the legal reserve has reached the Company's paid-in capital, no further appropriation shall be made, and the remainder shall be appropriated or reversed as special reserve in accordance with the law; if there is any remaining surplus, it shall be combined with the undistributed surplus and the Board of Directors shall prepare a proposal on the distribution of the surplus to be submitted to the shareholders' meeting for resolution on the distribution of shareholder's dividends.
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Article 31-1: The Company's dividend policy takes into account the Company's environment and growth stage. For financial integrity and sustainable operation, the Company has formulated its dividend policy in accordance with the Company's business plan, future capital expenditure budget and capital requirements. The amount of cash dividends shall not be less than 10% of the total amount of dividends paid to shareholders in the year.
However, this provision shall not apply if the shareholders' dividend is less than NT$1 per share.
CHAPTER 7. SUPPLEMENTARY PROVISIONS
Article 32: The original article is deleted.
Article 33: The original article is deleted.
Article 34: Matters not provided for in the Articles of Incorporation shall be handled in accordance with the Company Act and other laws and regulations.
Article 35: The Articles of Incorporation were established on February 11, 2003.
The 1st amendment was made on April 30, 2003.
The 2nd amendment was made on August 1, 2003.
The 3rd amendment was made on October 27, 2003.
The 4th amendment was made on June 11, 2004.
The 5th amendment was made on May 28, 2008.
The 6th amendment was made on June 26, 2012.
The 7th amendment was made on May 30, 2013.
The 8th amendment was made on 23 June 2014.
The 9th Amendment was made on June 16, 2016.
The 10th Amendment was made on June 23, 2017.
The 11th amendment was made on June 19, 2018.
The 12th amendment was made on June 30, 2022.
The 13th amendment was made on June 26, 2023.
The 14th amendment was made on June 16, 2025.
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(Appendix II)
Vactronics Technologies Inc.
Rules of Procedure of Shareholders' Meetings
Article 1: To establish a good shareholders' meeting governance system, improve supervisory functions, and strengthen management functions, the Company hereby establishes these Rules in accordance with Article 5 of the Code of Corporate Governance Practices for Listed OTC Companies for compliance.
Article 2: Unless otherwise provided by law or the Articles of Incorporation, the rules of the shareholders' meeting of the Company shall be in accordance with these Rules.
Article 3: Unless otherwise provided by law, the Board of Directors shall convene a meeting of the Company's shareholders.
Changes in the manner of the Company's shareholders' meeting shall be resolved by the Board of Directors and shall be made no later than the mailing of the notice of the shareholders' meeting.
The Company shall prepare an electronic file of the notice of the shareholders' meeting, the proxy form, the reasons and explanatory information of each motion of recognition, discussion, election or dismissal of directors, etc. and transmit it to the Market Observation Post System (MOP) no later than 30 days prior to the opening of the regular shareholders' meeting or 15 days prior to the opening of the extraordinary shareholders' meeting. The Company shall also prepare and transmit to Market Observation Post System (MOP) an electronic file of the handbook of shareholders' meetings, and supplementary information of the meetings to be held 21 days prior to the date of the regular shareholders' meeting or 15 days prior to the date of the extraordinary shareholders' meeting. However, if the Company's paid-in capital reaches NTS10 billion or more as of the end of the most recent fiscal year, or if the combined percentage of foreign and domestic ownership is 30% or more as recorded in the shareholders' register at the shareholders' meeting held in the most recent fiscal year, the transmission of the electronic files shall be completed 30 days prior to the date of the shareholders' meeting. The Meeting Handbook and supplementary information for the meeting shall be made available to shareholders 15 days prior to the meeting and shall be displayed at the Company and the professional stock agent appointed by the Company.
The Company shall, on the date of the shareholders' meeting, provide the shareholders with a copy of the meeting manual and supplementary information in the following manner:
I. In the case of a physical shareholders' meeting, the notice shall be delivered at the site of the shareholders' meeting.
II. In the case of a video-assisted shareholders' meeting, the notice shall be distributed at the shareholders' meeting and the electronic file shall be transmitted to the video conferencing platform.
III. When holding a video-assisted shareholders' meeting, electronic files shall be transmitted to the video conferencing platform.
The relevant notice and announcement shall state the reason for the convening. The notice may be given by electronic means with the consent of the opposite party.
Election or dismissal of directors, change of articles of association, reduction of capital, application for cessation of public offering, permission for directors to compete for business, conversion of surplus into additional capital, conversion of provident fund into additional capital, dissolution, merger, division, and/or matters set forth in Article 185(1) of the Company Act, shall be set forth in the grounds for the convening of the meeting and shall be stated in the main body of the meeting and shall not be proposed on an ad hoc basis.
If a general meeting is convened for the purpose of "general election of directors" and specifies "the date on which the directors shall take office", the date on which the directors shall take office shall not be changed, whether by way of an ad hoc motion or otherwise, at the same meeting after the completion of the election at that general meeting.
A shareholder holding 1% or more of the total number of issued shares may propose to the Company a motion for a General Meeting. No more than one proposal shall be included in a motion. However, the Board of Directors may still include a shareholder's proposal that urges the Company to promote the public interest or fulfill its social responsibility. In addition, the Board of Directors may not include a shareholder's proposal as a motion if it falls under any of the circumstances set forth in Article 172-1, Paragraph 4 of the Company Act.
The Company shall announce accepted shareholders' proposals, the manner of acceptance in writing, the place of acceptance, and the period of acceptance prior to the date of cessation of stock transfers prior to the regular shareholders' meeting. The period for receipt of proposals shall not be less than ten days.
Proposals from shareholders shall be limited to 300 words. If the proposal exceeds 300 words, it will not be included in the motion. The proposing shareholder should attend the General Meeting in person or by proxy and participate in the discussion of the proposal.
The Company shall notify the proposing shareholder of the result of the processing of the proposal before the date of the notice of the general meeting and shall include in the notice of the meeting those motions which comply with the provisions of this Article. The Board of Directors shall state at the shareholders' meeting the reasons for the non-inclusion of any shareholder proposal that is not included in the proposal.
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Article 4: At each shareholders' meeting, a shareholder may appoint a proxy to attend the shareholders' meeting by presenting a proxy form issued by the Company stating the scope of authorization.
A proxy form issued by a shareholder and limited to one person shall be delivered to the Company five days prior to the shareholders' meeting, and in the event of a duplication of proxies, the one delivered first shall prevail. However, this shall not apply to a declaration of revocation of the previous proxy.
If a shareholder wishes to attend the shareholders' meeting in person or to exercise his/her voting rights in writing or by electronic means after the proxy form has been delivered to the Company, he/she shall notify the Company in writing two days prior to the shareholders' meeting of his/her intention to revoke his/her proxy form. In the event of a late revocation, the proxy shall be able to present to exercise the voting rights.
If a shareholder wishes to attend a shareholders' meeting by video transmission after the proxy form has been delivered to the Company, he/she shall notify the Company in writing of the revocation of the proxy two days prior to the date of the shareholders' meeting. In the event of a late revocation, the proxy shall be able to present to exercise the voting rights.
Article 5: The place where a shareholders' meeting is to be held shall be at the place where the Company is located or at a place that is convenient for the shareholders to attend and suitable for the convening of a shareholders' meeting. The meeting shall not begin earlier than 9:00 a.m. or later than 3:00 p.m. After the independent directors are elected for the Company, the place and time of the meeting shall be held with due consideration to the opinions of the independent directors.
The Company shall not be subject to the aforementioned limitation on the place of convening a meeting of the shareholders for the purpose of holding a video teleconference.
Article 6: The Company shall specify in the notice of meeting the time and place for accepting shareholders, solicitors, and proxies (hereinafter referred to as shareholders) to report to the meeting, as well as other matters that should be noted.
The time referred to in the previous paragraph for accepting shareholders to report to the meeting shall be at least thirty minutes prior to the commencement of the meeting. The check-in area should be clearly marked and staffed by appropriate personnel. Check-in for the shareholders' video conference shall be accepted on the video conference platform of the shareholders' meeting at least 30 minutes prior to the commencement of the meeting. Shareholders who have completed the check-in process are deemed to be present in person at the shareholders' meeting.
Shareholders should present their attendance certificates, sign-in cards, or other attendance documents to attend the shareholders' meeting. The Company shall not arbitrarily require additional documents to be provided as proof of attendance. The solicitor acting as a proxy shall bring along his/her identification document for verification.
The Company shall maintain an attendance book for the shareholders to sign in, or the shareholders in attendance shall pay an attendance card in lieu of signing in.
The Company shall deliver the Meeting Handbook, the annual report, the attendance card, the speech slips, the voting ballots and other meeting materials to the shareholders attending the general meeting. If there is an election of directors, a separate election ballot should be attached.
If the government or a legal entity is a shareholder, there is no limitation on the number of representatives who can attend the shareholders' meeting. When a corporation is entrusted with the attendance, it may appoint only one representative to attend the meeting.
If a shareholders' meeting is convened by video conference, shareholders wishing to attend the meeting by video transmission shall register with the Company two days prior to the date of the shareholders' meeting. The Company shall upload the Meeting Handbook, annual report, and other relevant information to the video conferencing platform of the shareholders' meeting at least 30 minutes prior to the commencement of the meeting and continue to disclose the information until the end of the meeting.
When the Company convenes a shareholders' meeting by videoconference, the following items shall be stated in the notice convening the shareholders' meeting:
I. Participation in the videoconference and the method of exercising the rights of shareholders.
II. The handling of the situation in the event that the video conferencing platform or video participation is impeded due to natural disasters, events or other force majeure circumstances. The following matters shall be addressed at a minimum:
(I) The time when the meeting must be postponed to or adjourned due to the occurrence of the aforesaid obstacles that cannot be eliminated over a sustained period of time, and the date when the meeting must be postponed to or adjourned if it is necessary to postpone or adjourn the meeting.
(II) Shareholders who have not registered to participate in the original meeting by video may not participate in the adjourned or reconvened meeting.
(III) If it is not possible to continue the video-assisted shareholders' meeting, the shareholders' meeting shall be continued after deducting the number of shares present at the shareholders' meeting through video-assisted participation, and if the total number of shares present reaches the quorum for the shareholders' meeting, the shareholders' meeting shall be continued. The number of shares of the shareholders participating by video shall be counted as the total number of shares of the shareholders present, but the total number of shares present for all the motions of the shareholders' meeting shall be deemed to be abstained from voting.
(IV) In the event that the results of all motions have been declared and no provisional motions have been made, the manner in which such motions shall be handled.
III. Appropriate alternative measures shall be provided to shareholders who have difficulties in participating in the shareholders' meeting by means of video transmission when a shareholders' meeting is convened by videoconference.
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Article 7: If a shareholders' meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman of the meeting. If the chairman of the board of directors is on leave of absence or is unable to exercise his/her duties for any reason, the chairman of the board of directors shall designate one of the directors to act on his/her behalf. If the chairman does not designate a proxy, the directors shall elect one from among themselves to act as proxy.
If a director acts as the chairman of the board of directors, a director who has been in office for six months or more and who understands the financial and business conditions of the Company shall act as the chairman of the board of directors. The same applies if a representative of a corporate director is to be the chairman.
The chairman of the board of directors shall preside in person at any general meeting called by the board of directors, and a majority of the directors of the board of directors and at least one independent director shall be present in person at such meeting. At least one representative of each type of functional committee member shall be present. The attendance shall be recorded in the minutes of the shareholders' meeting.
If a general meeting is called by a person other than the Board who has the right of summoning, the chairman of the meeting shall be that person. If more than two persons have the right of summoning, they shall elect one of their number to be chairman from among themselves.
The Company may appoint such attorney, accountant or other person as it thinks fit to attend a general meeting.
Article 8: The Company shall continuously and uninterruptedly record and videotape the entire process of shareholders' registration, the conduct of the meeting, and the vote counting process from the time of acceptance of shareholders' registration.
The preceding audio and video data shall be preserved for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be kept until the lawsuit is terminated.
In the event that a shareholders' meeting is convened by video conference, the Company shall keep records of the shareholders' registration, enrollment, attendance, questions, voting, and the results of the Company's vote counting, and shall continuously record and videotape the entire video conference.
The Company shall keep the aforementioned information and audio-visual recordings for the duration of the Company's existence and provide the audio-visual recordings to the person who is entrusted with the handling of the video conference for retention.
Article 9: Attendance at a shareholders' meeting shall be calculated on the basis of the shares held by the shareholders present. The number of shares present is calculated based on the shareholders' sign-in books or the shareholders' sign-in cards, the number of shares reported on the videoconferencing platform, and the number of shares of the shareholders who have exercised their voting rights in writing or by electronic means.
When the time for a meeting has been reached, the chairman shall immediately declare the meeting open and at the same time announce the number of non-voting shares and the number of shares in attendance, and other relevant information.
The Chairman may adjourn a meeting if less than half of members representing total number of shares in issue are present. The number of adjournments shall be limited to two, and shall not exceed one hour in total. If, after two adjournments, the number of shareholders representing one-third or more of the total number of issued shares is still not present, the Chairman shall declare the dissolution of the meeting. Where a shareholders' meeting is convened by video conference, the Company shall also announce the dissolution of the meeting on the video conference platform of the shareholders' meeting.
If, after two adjournments, the number of shareholders representing one-third or more of the total number of issued shares is still not present, a dummy resolution may be made in accordance with Article 175(1) of the Company Act and the shareholders shall be notified of the dummy resolution and a further general meeting shall be called within one month. In the event that a shareholders' meeting is convened by video conference, shareholders wishing to attend the meeting by means of video conferencing shall re-register with the Company in accordance with Article 6.
If, before the conclusion of the meeting, the number of shares represented by the shareholders present reaches more than half of the total number of shares in issue, the Chairman may, in accordance with Article 174 of the Company Act, put the dummy resolution back to the shareholders' meeting for voting.
Article 10: If a shareholders' meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors, and the meeting shall be conducted in accordance with the scheduled agenda, which may not be changed without a resolution at the shareholders' meeting.
If a shareholders' meeting is convened by a person other than the Board of Directors with the right to convene, the provisions of the preceding paragraph shall apply.
The chairman shall not adjourn the meeting without a resolution before the conclusion of the previous two scheduled agendas (including interim motions). If the chairman violates the rules of procedure and adjourns the meeting, the other members of the Board of Directors shall promptly assist the shareholders present, in accordance with legal procedures, and elect a chairman with the approval of a majority of the voting rights of the shareholders present, to continue the meeting.
The chairman shall give sufficient explanation and opportunity for discussion to the motion and the amendment or provisional motion proposed by the shareholders. When the chairman believes that the motion has reached the point where it can be voted upon, he/she may announce that the discussion has been stopped and the motion is put to the vote, and that an adequate time for voting has been arranged.
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Article 11: Before a member attends to speak, he or she shall first complete a speech slip, which shall state the subject of the speech, the member's account number (or attendance card number) and the name of the account, and the chairman shall determine the order in which the member attending shall speak.
A shareholder who attends the meeting but does not speak shall be deemed not to have spoken. If there is any discrepancy between the contents of the speech and the speech slip, the contents of the speech shall prevail.
Each member shall not speak more than twice on the same motion and each time for not more than five minutes, without the consent of the Chairman. However, if a shareholder's speech violates the preceding paragraph or exceeds the scope of the agenda, the Chairman may stop the shareholder from speaking.
When a member speaks, no other member shall interfere except with the consent of the chairman and the member speaking. The Chairman shall stop any member speaking in contravention of this rule.
Where two or more proxies are appointed by a corporate member to attend a general meeting, only one may speak on the same motion.
After a member has spoken, the chairman may reply in person or appoint a person to reply.
If a shareholders' meeting is convened by video conference, shareholders who participate in the meeting by video conference may ask questions by text on the video conference platform of the shareholders' meeting from the time the chairman announces the opening of the meeting till the time the meeting is adjourned. The number of questions for each motion shall not exceed two. Each question shall be limited to 200 words, and the provisions of items 1 to 5 shall not apply.
Article 12: Voting at a shareholders' meeting shall be based on shares.
The number of shares held by shareholders who do not have the right to vote at a shareholders' meeting shall not be counted as part of the total number of outstanding shares.
A shareholder who has a personal interest in a matter that may be harmful to the Company's interests may not vote in the meeting and may not exercise his/her right to vote on behalf of other shareholders.
The number of shares that are not allowed to exercise voting rights in the preceding paragraph shall not be counted as the number of voting rights of the shareholders present.
Except for a trust business or a stock agency approved by the relevant securities authority, if a person is entrusted by more than two shareholders at the same time, his/her proxy's voting rights shall not exceed 2% of the total number of issued shares, and the portion of his/her voting rights in excess thereof shall not be counted.
Article 13: Each shareholder shall have one vote per share, except for those who are restricted or who do not have voting rights as listed in Article 179, Paragraph 2 of the Company Act.
When the Company convenes a shareholders' meeting, shareholders may exercise their voting rights by written or electronic means. When voting rights are exercised in writing or electronically, the method of exercising such rights shall be specified in the notice of the shareholders' meeting. Shareholders who exercise their voting rights in writing or electronically are deemed to be present in person at the shareholders' meeting. However, the shareholders who exercise their voting rights in writing or electronically are deemed to have abstained from voting on the provisional motions and amendments to the original motions at the shareholders' meeting, so the Company is advised to refrain from proposing provisional motions and amendments to the original motions.
The intention of the shareholders exercising their voting rights in writing or by electronic means as mentioned above shall be delivered to the Company two days prior to the date of the shareholders' meeting. In the event of a duplication of intent, the first to reach the Company shall prevail. However, this shall not apply to a declaration of revocation of the previous intention.
If a shareholder, after exercising his/her voting rights in writing or by electronic means, wishes to attend the shareholders' meeting in person or by video, he/she shall revoke his/her intention to exercise his/her voting rights in the same manner as he/she exercised his/her voting rights two (2) days prior to the date of the shareholders' meeting. If the revocation is made after the deadline, the voting rights exercised by the shareholders in writing or by electronic means shall prevail. If a shareholder exercises his/her right to vote in writing or electronically and appoints a proxy to attend the shareholders' meeting by means of a proxy form, the proxy appointed by the shareholder to attend the meeting shall be deemed to have exercised his/her right to vote.
Unless otherwise provided for in the Company Act and the Company's Articles of Incorporation, a motion shall be passed by a majority of the votes of the shareholders present. In the event of a vote, the Chairman or his/her designee shall announce the total number of voting rights of the shareholders present, and then the shareholders shall proceed to vote by poll. However, if the chairman consults with the shareholders present and there is no objection, the resolution shall be deemed to have been passed and shall have the same effect as a vote by ballot.
In the event of amendments or substitutions to the same motion, the Chairman shall determine the order of voting thereon together with the original motion. If one of these motions has been carried, the other shall be deemed to be negated, and no further vote shall be taken on it.
The Chairman shall appoint the scrutineer and the auditor of the votes on the motion and the scrutineer shall be a member.
The counting of the votes for the motions to be voted on or elected at a shareholders' meeting shall be conducted openly in the shareholders' meeting, and the results of the vote, including the number of rights counted, shall be announced immediately after the counting of the votes is completed, and a record thereof shall be made.
When the Company convenes a shareholders' meeting by video conferencing, shareholders who participate by video conferencing should cast their votes on each of the proposals and election proposals through the video conferencing platform after the chairman has announced the opening of the meeting and should complete their votes before the chairman announces the closing of the voting, after which they shall be deemed to have abstained from voting.
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If a shareholders' meeting is convened by video conference, the votes shall be counted together after the chairman announces the closing of the polls, and the results of voting and election shall be announced.
When the Company convenes a video-assisted shareholders' meeting, if a shareholder who has registered to attend the shareholders' meeting by video-assisted means in accordance with Article 6 wishes to attend the physical shareholders' meeting in person, he/she shall revoke his/her registration two days prior to the date of the shareholders' meeting in the same manner as he/she has done for his/her registration. A shareholder who revokes his/her registration after the deadline may attend the shareholders' meeting by video only.
If a shareholder who has exercised his/her right to vote in writing or electronically does not revoke his/her intent to participate in the shareholders' meeting by video, he/she may no longer exercise his/her right to vote on the original motion or to propose amendments to the original motion, or to exercise his/her right to vote on the amendments to the original motion, except for provisional motions.
Article 14: In the event of an election of directors at a shareholders' meeting, the election shall be conducted in accordance with the relevant election regulations of the Company and the results of the election shall be announced immediately, including: the names of the directors elected and the number of rights they were elected to, and the names of the directors who were not elected and the number of rights they were granted.
The ballot papers relating to the foregoing election shall be sealed and signed by the scrutineers and kept in safe custody for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Act, the ballots shall be kept until the lawsuit is terminated.
Article 15: Resolutions of the shareholders' meeting shall be recorded in the minutes of the meeting, signed or sealed by the chairman, and distributed to the shareholders within 20 days after the meeting. The minutes may be prepared and distributed by electronic means.
Distribution of the aforementioned minutes after the Company's public offering may be made by means of an announcement entered into the Market Observation Post System (MOPS).
The minutes shall record the month, day, year, place, name of the chairman, method of resolution, main points of the proceedings, and voting results (including the number of votes counted), and, in the case of the election of directors and supervisors, the number of votes cast for each candidate. These records shall be kept permanently during the Company's existence.
If a shareholders' meeting is convened by videoconference, the minutes of the meeting shall, in addition to the items that should be recorded in accordance with the preceding paragraph, record the starting time and ending time of the shareholders' meeting, the manner in which the meeting was convened, the name of the chairman and the person who took the minutes, as well as the feasible ways to deal with the situation where participation in the videoconferencing platform or by means of video conferencing is obstructed as a result of a natural disaster, an accident, or any other force majeure event.
The Company shall convene a video shareholders' meeting in accordance with the preceding paragraph, and shall state in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by means of video conferencing.
Article 16: The number of shares solicited by the solicitor, the number of shares represented by the proxy, and the number of shares attended by the shareholders in writing or by electronic means shall be clearly disclosed by the Company on the date of the shareholders' meeting in the shareholders' meeting venue in the form of a statistical table prepared in accordance with the prescribed format. In the event that the shareholders' meeting is held by means of a video conference, the Company shall, at least thirty minutes prior to the commencement of the meeting, upload the foregoing information into the video conference platform of the shareholders' meeting and continue to disclose the information until the end of the meeting.
The Company shall disclose the total number of shares of the shareholders present at the time of the announcement of the commencement of the videoconference of the Shareholders' meeting. The same applies to the total number of shares and the number of voting rights of the attending shareholders, if any, counted during the meeting.
If any matter resolved at the shareholders' meeting is required by law to be recognized as material information by Taiwan Stock Exchange Corporation (Taipei Exchange/TPEx), the Company shall transmit the content of the resolution to the Market Observation Post System (MOP) within the prescribed time.
Article 17: The person conducting the business of the meeting shall wear an identification card or armband.
The chairman may direct the marshal (or security officer) to assist in the maintenance of order in the meeting. When present to assist in the maintenance of order, the marshal (or security officer) shall wear an armband bearing the word "marshal".
If the meeting place is equipped with sound amplifying equipment, the chairman may stop a shareholder from speaking other than with the equipment provided by the Company.
If a shareholder violates the Rules of Procedure and refuses to comply with the corrective proposals provided by the chairman, and obstructs the meeting, the chairman may direct the marshals or security guards to ask him/her to leave the meeting place.
Article 18: In the course of a meeting, the Chairman may, at his discretion, adjourn the meeting at such time as he thinks fit. In the event of an unavoidable situation, the Chairman may adjourn the meeting and, if appropriate, declare the time of the adjourned meeting.
If the venue for a meeting cannot be used before the conclusion of the proceedings (including interim motions), the general meeting may resolve to find another venue for the continuation of the meeting.
A meeting may be adjourned or postponed within five days by resolution of the shareholders in accordance with the provisions of Section 182 of the Company Act.
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Article 19: Where a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results of each motion and the election results on the video conference platform of the shareholders' meeting after the close of the voting in accordance with the regulations. The Chairman shall continue to disclose the relevant information for at least 15 minutes after he/she declares the meeting adjourned.
When the Company holds a video shareholders' meeting, the chairman and the record-keeper shall be at the same place in the R.O.C. (Taiwan), and the chairman shall announce the address of the place at the beginning of the meeting.
Where a shareholders' meeting is convened by video conference, if the participation in the video conference platform or by means of video conferencing is obstructed for more than 30 minutes due to natural disasters, events or other force majeure circumstances before the chairman declares the meeting adjourned, the meeting shall be adjourned or resumed within five days, and the provisions of Article 182 of the Company Act shall not apply.
In the event that the meeting should be postponed or adjourned in accordance with the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting by video are not permitted to participate in the postponed or adjourned meeting.
If the shareholders who have registered to participate in the original shareholders' meeting by video transmission and have completed the report of attendance in accordance with Paragraph 3 do not participate in the postponed or adjourned meeting, the number of shares present at the original shareholders' meeting, and the voting and election rights they have already exercised shall be counted as the total number of shares, the number of voting rights, and the number of election rights of the shareholders present at the postponed or adjourned meeting.
When a shareholders' meeting is adjourned or continued in accordance with paragraph 3, there is no need to re-discuss and resolve on the motions for which the polling and counting of votes have been completed and the results of the polling or the list of elected directors have been declared.
In the event that the Company is unable to continue the video-assisted shareholders' meeting under the circumstances described in Paragraph 3, if the total number of shares present at the shareholders' meeting after deducting the number of shares attending the meeting by video-assisted means still meets the quorum for the shareholders' meeting, the shareholders' meeting shall continue without the need to adjourn or postpone the meeting in accordance with the provisions of Paragraph 3.
In the event that the meeting should be continued as described in the preceding paragraph, the number of shares of the shareholders who participated in the shareholders' meeting by means of videoconferencing shall be counted as the total number of shares of the shareholders in attendance, provided that the number of shares of such shareholders shall be deemed to be abstained from voting in respect of all the motions of the shareholders' meeting.
In accordance with Article 44-20, Paragraph 7 of the Regulations Governing the Procedures for Handling Shares of Publicly Issued Stocks, when the Company adjourns or continues a shareholders' meeting in accordance with Paragraph 3, the Company shall complete the relevant preparatory work in accordance with the provisions of each Article on the date of the original shareholders' meeting.
Pursuant to Article 12, paragraph 2, and Article 13, paragraph 3, of the Rules Governing the Use of Proxy Forms by Public Companies for Attendance at Shareholders' Meetings, as well as Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1, of the Guidelines Governing the Preparation of Shareholders' Meetings by Public Companies, the Company shall adjourn the meeting to the date for continuation of the meeting in accordance with Item 2.
When the Company convenes a video shareholders' meeting, appropriate alternative measures shall be provided to those shareholders who have difficulties in attending the shareholders' meeting by video means.
Article 23: These Rules shall be effective upon the approval of the shareholders' meeting. The same shall apply when amended.
Article 21: The Articles of Incorporation were established on June 11, 2004.
The 1st amendment was made on June 23, 2017.
The 2nd amendment was made on June 21, 2019.
The 3rd amendment was made on June 30, 2020.
The 4th amendment was made on July 30, 2021
The 5th amendment was made on June 30, 2022.
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(Appendix III)
Vactronics Technologies Inc.
Shareholding of all Directors
I. Pursuant to Article 26 of the Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares that should be held by all directors of the Company is 5,701,436.
II. Individual and all directors' shareholdings as recorded in the register of members as at the date of cessation of transfers at the 2026 AGM (April 28, 2026)
| Title | Name | Number of Shares Held | Percentage of Total Issued Shares (%) (Note) |
|---|---|---|---|
| Chairman of the Board | Quanheng Investment Management Co., Ltd. Representative: HO, KUN-NIEN | 5,897,544 | 8.28 |
| Director | HO, HSIN-CHUN | 801,219 | 1.12 |
| Director | CHUANG, CHIN-MAO | 506,455 | 0.71 |
| Director | LIN, YU-HUI | 21,715 | 0.03 |
| Independent Director | CHU, TSU-CHI | 0 | 0 |
| Independent Director | KAO, CHIH-TING | 0 | 0 |
| Independent Director | CHEN, JU-HUNG | 0 | 0 |
| Total | 7,226,933 | 10.14 |
Note: The total number of shares accounted for is based on the total number of 71,267,948 shares issued.
III. All directors of the Company have reached the quorum threshold for shareholding.