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Weltrend — AGM Information 2026
Apr 28, 2026
52083_rns_2026-04-28_280dcf86-e50f-4de2-91a0-c614ee1734bc.pdf
AGM Information
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Stock Code: 2436
weltrend
Weltrend Semiconductor, Inc.
2026 Annual Meeting of Shareholders Handbook
May 29, 2026
Table of Contents
Meeting Agenda ... 1
Management Presentation ... 2
Ratifications ... 13
Discussions ... 36
Election Matters ... 38
Other Proposals ... 40
Appendix 1. Rules of Procedure for Shareholders Meetings ... 41
Appendix 2. Articles of Incorporation ... 46
Appendix 3. Rules for Director Elections ... 53
Appendix 4. Shareholding of Directors ... 55
1
Weltrend Semiconductor
Incorporated 2026 Annual Meeting of Shareholders Agenda
Method for convening the shareholders' meeting: In-person shareholders' meeting
Meeting time: 09:00 a.m., May 29, 2026 (Friday)
Location: 3F, No. 22, Industry E. 9th Road, Hsinchu Science Park, Hsinchu City (Conference Room 310 of Weltrend Semiconductor Incorporated)
Attendance: All shareholders and proxies
Chair: Sam Lin, Chairman
Agenda:
I. Call the Meeting to Order
II. Chair's Remarks
III. Management Presentation (Please refer to P.2 to P.12)
(I) 2025 Business Report.
(II) Audit Committee's Audit Report.
(III) Report on the 2025 Distribution of Employees' Remuneration and Directors' Remuneration.
(IV) Report on the Amendment of the "Sustainable Development Best Practice Principles."
(V) Report on the implementation status of the share swap between the Company and Sentelic Corporation.
(VI) Report on the Implementation of the Company's Treasury Stocks.
IV. Ratifications (Please refer to P.13 to P.35)
(I) 2025 Business Report and Financial Statements.
(II) 2025 Earnings Distribution Proposal.
V. Discussions (Please refer to P.36 to P.37)
(I) Amendment of the Articles of Incorporation.
(II) Cash Distribution from Capital Surplus
Voting for Ratifications and Agenda Items in Discussions.
VI. Election Matters (Please refer to P.38 to P.39)
(I) By-election of Independent Directors.
VII. Other Proposals (Please refer to P.40)
(I) Proposed removal of the Company's Non-compete Clause for independent directors.
Voting for Other Proposals
VIII. Questions and Motions
IX. Adjournment
2
Management Presentation
Management Presentation 1 Proposed by the Board of Directors
Agenda: The 2025 Business Report is submitted for review.
Explanation: Please refer to P.5 to P.8 for the Business Report.
Management Presentation 2 Proposed by the Board of Directors
Agenda: The Audit Committee's Audit Report is submitted for review.
Explanation: Please refer to P.9 for the Audit Committee's Audit Report.
3
Management Presentation 3
Proposed by the Board of Directors
Agenda: The Report on the 2025 Distribution of Employees' Remuneration and Directors' Remuneration is submitted for review.
Explanation:
(I) According to Article 20 of the Articles of Incorporation, the Company shall allocate 11% to 15% of the Company's pre-tax profit of the current period before deducting the employees' remuneration and Directors' remuneration of the year as employees' remuneration and no more than 4% as Directors' remuneration. However, if the Company has accumulated losses (including adjustment on non-distributed earnings), the Company shall set aside a part of the profit first to make up for the losses.
(II) The Company plans to set aside 12% of the profit as employees' remuneration totaling NT$80,878,293 and 3% as Directors' remuneration totaling NT$20,219,572. The employees' remuneration and Directors' remuneration this year shall be distributed entirely in cash. In accordance with the Articles of Incorporation, no less than 1% of the total employee remuneration shall be allocated for distribution to grassroots employees. Out of the employees' remuneration of NT$80,878,293, the Company proposes to allocate 1%, totaling NT$808,783, for distribution to grassroots employees.
(III) There are no discrepancies between the employees' remuneration and Directors' remuneration and the amount estimated in 2025.
Management Presentation 4
Proposed by the Board of Directors
Agenda: The report on the amendment of the "Sustainable Development Best Practice Principles" is submitted for review.
Explanation:
(I) Processed in accordance with Tai-Zheng-Zhi-Li No. 1140016118 of Taiwan Stock Exchange Corporation dated September 2, 2025.
(II) Please refer to P.10 to P.11 for the Comparison Table of the Amended Provisions of the "Sustainable Development Best Practice Principles".
4
Management Presentation 5
Proposed by the Board of Directors
Agenda: Report on the implementation status of the share swap between the Company and Sentelic Corporation is submitted for review.
Explanation:
(I) In accordance with Article 7, Paragraph 2 of the Business Mergers and Acquisitions Act, the Company hereby reports on the matter of the share swap with Sentelic Corporation.
(II) In line with the Company’s long-term development strategy, the Company and Sentelic Corporation held their respective board meetings on March 7, 2025, and resolved to approve the share swap proposal, in which 1.6 common shares of the Company will be exchanged for every 1 share of Sentelic Corporation. Subsequently, Sentelic Corporation approved this share swap proposal at its shareholders' meeting on May 26, 2025. The Company issued 23,516,480 new shares to the shareholders of Sentelic Corporation listed in its shareholder register, excluding the Company's. Upon completion of the swap, the Company acquired 100% of the issued shares of Sentelic Corporation.
(III) This share swap was completed on September 8, 2025, and the registration of the changes was approved by the National Science and Technology Council, Hsinchu Science Park Administration on September 18, 2025.
Management Presentation 6
Proposed by the Board of Directors
Agenda: The Report on the Implementation of the Company's Treasury Stocks is submitted for review.
Explanation: In accordance with Article 28-2 of the Securities and Exchange Act, please refer to P.12.
5
Weltrend Semiconductor, Inc.
Business Report
I. 2025 Business Performance Analysis
At the beginning of last year, we anticipated that 2025 would still be a favorable year marked by solid growth. Indeed, the explosive growth of AI became the dominant trend throughout the year.
According to World Semiconductor Trade Statistics (WSTS), the total revenue of the global semiconductor market in 2025 was US$791.7 billion, which was a 25.6% growth compared to 2024. Meanwhile, the output value of Taiwan's IC industry, as estimated by the Industrial Technology Research Institute (ITRI), reached NT$6.5225 trillion in 2025, representing a growth of 22.7% compared to 2024. Among them, TSMC alone recorded a remarkable annual revenue of NT$3.8091 trillion, accounting for 58.4% of the entire industry's total, an increase from 54.45% in 2024. With a year-on-year business performance growth rate of 31.61%, the company's pivotal role as Taiwan's 'Silicon Shield' has become even more unquestionable. In addition, the output value of the IC design industry reached NT$1.4245 trillion, representing a 12% growth compared to 2024. This growth momentum clearly fell behind that of the industry-leading TSMC. MediaTek Inc., the leading company in the IC design industry, reported revenues of NT$596 billion with a 12.32% year-on-year growth, which significantly trailed behind the performance of TSMC. It is understandable that the growth of TSMC is primarily driven by AI leaders, such as NVIDIA, which are based in the United States.
The overall industry landscape for 2025 has been outlined as described above. From an individual perspective, small- and mid-cap stocks within the Taiwan IC design industry exhibited both growth and decline, primarily depending on the nature of their products and the base period of the previous year. It is worth noting that Aspeed Technology, dominated the IC design industry, saw its share price surpass NT$10,000 on February 26, 2026, setting a new record in the Taiwan stock market. Aspeed Technology achieved a year-on-year business performance growth of 40.64% and a year-on-year profit growth of 52.73% in 2025; however, its share price saw a year-on-year increase of 118%. This provides us with three key insights: 1. Right products with applications targeting the high-demand AI server market. 2. Significant growth in business performance will drive even greater profit growth, leading to an even more pronounced increase in share price. 3. The share capital of the IC design industry
should not be excessively large. Aspeed Technology is an entity that deserves our respect and emulation.
The Company's key financial figures and explanations for 2025 are summarized as follows:
- The comparison of the 2025 and 2024 business performance:
Unit: NT$ thousands
| 2025 | 2024 | Growth rate | |
|---|---|---|---|
| Net sales | 2,915,897 | 2,622,388 | 11.19% |
| Gross profit | 771,500 | 710,826 | 8.54% |
| Operating income | 174,118 | 174,075 | 0.02% |
| Net non-operating income (loss) | 398,770 | 144,425 | 176.11% |
| Income tax expenses | (22,018) | (42,938) | -48.72% |
| Net profit after tax | 550,870 | 275,562 | 99.91% |
| EPS | 3.02 | 1.57 | 92.50% |
(The figures above are from the parent company only financial statements, which are prepared in accordance with the regulations of the competent authority and do not include revenues of the subsidiaries.)
The parent company's revenue grew by $11.19\%$ , slightly lower than the industry average growth rate. The primary reason is that the Company's core product line, POWERIC, saw a $5\%$ decline in revenue due to lackluster growth in consumer electronics (such as laptops and gaming consoles) and a decrease in average selling price in 2025. Furthermore, while the new smart application product line, primarily utilizing cooling fan motor control IC, grew by $37.4\%$ . However, due to its relatively low revenue contribution (accounting for $33.27\%$ of proprietary product lines), the overall revenue has not yet demonstrated significant growth.
As Sentelic Corporation became a $100\%$ owned subsidiary of the Company in September 2025, it is more reasonable to analyze product revenues on a consolidated basis. This will be explained in the Report to Shareholders. In terms of consolidated revenue, there was a growth of $15.3\%$ in 2025, with the primary source of growth being the application of the currently most popular cooling fan IC for AI servers. The Company and its subsidiary, Sentelic Corporation, have achieved a leading position in terms of shipment volume within this sector. This product line has become another important product line for the Company following POWERIC.
Non-operating income was primarily attributable to reinvestment. The after-tax net income for the entire year is approximately NT$551 million, representing a growth of 100% compared to 2024. The EPS exceeded NT$3, marking the best performance in the past four years.
-
In 2025, the research and development expenses amounted to NT$335 million, representing a growth of 9.7% compared to 2024, primarily driven by investments in new product development across two major product lines.
-
Budget implementation status: The Company did not prepare a financial forecast for 2025. Comparison of actual operating results with internal targets: Although revenue growth fell slightly short of the objectives, it still achieved a double-digit growth rate. Meanwhile, after-tax net income significantly exceeded expectations, nearly doubling the initial targets.
II. 2026 Business Plan Summary
Following more than three years of operation since the acquisition of Sentelic Corporation in 2022, the Company has seen substantial synergistic effects. Furthermore, the 100% acquisition was completed through a share swap last September, fully aligning the interests of the shareholders. Following the PowerIC product line, the MotorIC product line has established a firm foothold, with both lines now performing on a par with each other.
Due to the remarkable growth wave of AI servers, the strong demand for this product line led to a 35% business performance increase in the two months before the beginning of spring 2026. Consequently, the outlook for 2026 remains optimistic; we are confident in achieving revenue growth that surpasses the industry average.
III. Evaluation of the Company's Future Development Strategy and External Competition
The Company's future development will seize opportunities for growth in AI and strive to secure a leading position in smart fan motor control IC (more than just heat dissipation). Additionally, amid the prevailing trend of larger players dominating the market, the Company will continue to actively seek potential acquisition targets, with the aim of integrating resources, expanding operational scale or obtain new product lines to strengthen market competitiveness. As for maintaining a sound financial and ensuring a reliable and resilient supply chain, and continuously strengthen talent, these are efforts we must persist in regardless of how the global situation changes.
I wish to thank you, our shareholders, for your support.
Best wishes for your investment!
Sam Lin, Chairman
DS Lin, President
Jason Wang, Accounting Supervisor
8
Audit Committee's Audit Report
The Board of Directors has prepared and submitted the 2025 Business Report, financial statements, and earnings distribution proposal. The financial statements have been audited by Deloitte, Taiwan, which submitted the Independent Auditors' Report. The Audit Committee has reviewed the aforementioned Business Report, financial statements, and the earnings distribution proposal and did not find any instance of noncompliance. The Audit Committee hereby submits the Audit Report for your review and perusal in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To:
2026 Annual Meeting of Shareholders
Weltrend Semiconductor, Inc.
Audit Committee Convener: Hsu Wen-Tsung
March 11, 2026
9
10
Weltrend Semiconductor, Inc.
Comparison Table of the Amended Provisions of the Sustainable Development Best Practice Principles
| Article Number | Before Amendment | After Amendment |
|---|---|---|
| Article 15 | The Company should consider the impact of its operations on eco-efficiency, promote and advocate the concept of sustainable consumption, and engage in research and development, procurement, production, operations, services and other business activities in accordance with the following principles to reduce the impact of the Company's operations on the natural environment and humanity: | |
| I. Reduce resource and energy consumption of products and services | ||
| II. Reduce the discharge of pollutants, toxic substances and waste, and should dispose of waste properly. | ||
| III. Improve the recyclability and reuse of raw materials or products. | ||
| IV. Maximize the sustainable utilization of renewable resources | ||
| V. Prolong the durability of products. | ||
| VI. Increase the effectiveness of products and services. | The Company should consider the impact of its operations on eco-efficiency, promote and advocate the concept of sustainable consumption, and engage in research and development, procurement, production, operations, services and other business activities in accordance with the following principles to reduce the impact of the Company's operations on the natural environment, living organisms, and humanity: | |
| I. Reduce resource and energy consumption of products and services | ||
| II. Reduce the discharge of pollutants, toxic substances and waste, and should dispose of waste properly. | ||
| III. Improve the recyclability and reuse of raw materials or products. | ||
| IV. Maximize the sustainable utilization of renewable resources | ||
| V. Prolong the durability of products. | ||
| VI. Increase the effectiveness of products and services. | ||
| VII. Enhance the conservation of marine or terrestrial biodiversity and ecosystems, sustainable resource utilization and fair and equitable sharing of benefits. | ||
| Article 21 | The Company should create a favorable environment for the career development of employees and establish an effective training program for professional competency development. The Company should formulate and implement reasonable measures for employee benefits (including remuneration, vacation and other benefits, etc.), and appropriately reflected operating performance or results in employee compensation. This ensures the recruitment, retention, and motivation of human resources to achieve the goal of sustainable operations. | The Company should create a favorable environment for the career development of employees and establish an effective training program for professional competency development. The Company should establish an industry-academy cooperation to cultivate seed talent for the industry. |
| The Company should formulate and implement reasonable measures for employee benefits (including remuneration, vacation and other benefits, etc.), and appropriately reflected operating performance or results in employee compensation. This ensures the recruitment, retention, and motivation of human resources to achieve the goal of sustainable operations. |
| Article Number | Before Amendment | After Amendment |
|---|---|---|
| Article 31 | This regulation shall be implemented after approval by the Board of Directors and reported to the shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. This regulation was established on November 7, 2014. First amendment: March 13, 2015 Second amendment: March 24, 2017 Third amendment: March 12, 2020 Fourth amendment: April 6, 2022 Fifth amendment: February 24, 2023 | This regulation shall be implemented after approval by the Board of Directors and reported to the shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner. This regulation was established on November 7, 2014. First amendment: March 13, 2015 Second amendment: March 24, 2017 Third amendment: March 12, 2020 Fourth amendment: April 6, 2022 Fifth amendment: February 24, 2023 Sixth amendment: November 6, 2025 |
Report on the implementation of the 12th treasury stock repurchase program
(I) The resolution passed by the Board of Directors on November 27, 2025, is as follows:
- Purpose of Buyback: Maintain company credit and shareholder equity.
- Number of shares to be repurchased: 1,600,000 common shares
- Maximum total amount for share repurchase: NT$1,796,678,804
- Repurchase period: November 27, 2025 to January 26, 2026
- Repurchase price range: NT$35 to NT$55 per share
- Method of repurchase: Through the stock exchange market
(II) The implementation status is as follows:
- Number of shares repurchased: 1,600,000 common shares
- Total amount repurchased: NT$75,553,393
- Average repurchase price per share: NT$47.22
- Completion date of the repurchase: December 03, 2025
- Follow-up Actions: Pursuant to the approval granted by the National Science and Technology Council, Hsinchu Science Park Administration in Zhu-Shang-Zi No. 1140040062 dated December 22, 2025, the Company registered buying-back of shares for capital reduction.
- Total number of shares currently held by the Company: 2,822,000 shares
- Ratio of cumulative number of shares held to total number of shares issued: 1.4115%
13
Ratifications
Ratification 1
Proposed by the Board of Directors
Agenda: 2025 Business Report and Financial Statements.
Explanation:
(I) The Company's 2025 Parent Company Only Financial Statements and Consolidated Financial Statements were passed by the Board of Directors on March 11, 2026, and delivered to and audited by CPAs Cheng-Chih Lin and Chih-Yuan Wen of Deloitte, Taiwan, who submitted the Independent Auditors' Report.
(II) Please refer to P.5 to P.8 and P.14 to P.33 for the 2025 Business Report, Independent Auditors' Report, and Financial Statements.
(III) Please ratify.
Resolution:
Independent Auditor's Report
To Weltrend Semiconductor, Inc. and Its Subsidiaries,
Audit opinion
We have reviewed the accompanying parent company only balance sheets of Weltrend Semiconductor, Inc. (the “Company”) for the years ended December 31, 2025 and 2024 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2025 and 2024 and for the years then ended, and its standalone financial performance and standalone cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis of audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the “Auditor's responsibilities for the audit of the parent company only financial statements” paragraph of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.
Key audit matters
Key audit matters refer to the most vital matters in our audit of the Company’s parent company only financial statements for the year ended December 31, 2025 based on our professional judgment. These matters were addressed in our audit of the parent company only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
14
Key audit matters of the Company’s parent company only financial statements for the year ended December 31, 2025, are stated as follows
Sales revenue recognition
The Company’s standalone operating revenue for 2025 amounted to NT$2,915,897 thousand. Please Notes 4 and 25 to the parent company only financial statements for accounting policies and information on revenue recognition. The Company’s operating revenue mainly includes research, development, production, and sales of integrated circuits and sales of foreign brands’ integrated circuits as an agent. Due to the large number of sales clients located at home and abroad, we listed the sales revenue which grew compared with the last year and that from specific customers as one of the key audit matters.
The main audit procedures we performed for the above matters are as follows
- Learned about and tested the effectiveness of the main internal control design and implementation for sales revenue.
- Sampled and verified the external orders and shipping documents of specific counterparties to confirm the authenticity of the sales revenue.
- Sampled and reviewed sales revenue related vouchers and collection status, and verified that the sales recipient and the party receiving payment matched.
Responsibilities of the management and the governing bodies for the parent company only financial statements
The management’s responsibilities are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control associated with the preparation in order to ensure that the parent company only financial statements are free from material misstatement arising from fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.
The Company’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.
Auditor's responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.
15
We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also performed the following tasks:
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Identified and assessed the risks of material misstatement arising from fraud or error within the parent company only financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
-
Concluded on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluated the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.
-
Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the parent company only financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.
The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any Significant deficiencies in internal control that we identify during the audit).
16
We also provide the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Company's parent company only financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the auditors' report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.
The engagement partners on the audits resulting in this independent auditors' report are Cheng-Chih, Lin and Chih-yuan Wen.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026
Unit: NTS thousand
18
Weltrend Semiconductor Incorporated
Parent Company Only Balance Sheet
December 31, 2025 and 2024
| Code | Assets | December 31, 2025 | December 31, 2024 | Code | Liabilities and equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets | |||||||||||
| 1100 | Cash and cash equivalents (Notes 4, 6 and 30) | $ 459,112 | 8 | $ 330,430 | 7 | 2100 | Current liabilities | ||||
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4, 7 and 30) | 387,205 | 7 | 356,614 | 7 | 2120 | Short-term borrowings (Notes 4, 18, 30 and 32) | $ 50,000 | 1 | $ - | - |
| 1120 | Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 30) | 332,343 | 6 | 363,411 | 7 | 2150 | Financial liabilities at fair value through profit or loss - current (Notes 4, 7, 19, and 30) | - | - | 2,310 | - |
| 1150 | Notes receivable (Notes 4, 10 and 30) | 9,832 | - | 11,430 | - | 2170 | Notes payable (Notes 4, 20 and 30) | 268 | - | 579 | - |
| 1170 | Accounts receivable (Notes 4, 10, 25 and 30) | 979,622 | 17 | 866,203 | 17 | 2180 | Accounts payable (Notes 4, 20 and 30) | 355,483 | 6 | 283,347 | 6 |
| 1180 | Accounts receivable - related party (Notes 4, 30, and 31) | 67,039 | 1 | 38,474 | 1 | 2200 | Remuneration payable to employees and directors and supervisors (Note 26) | 101,098 | 2 | 56,205 | 1 |
| 1190 | Other accounts receivable - related party (Notes 4, 30, and 31) | 1,145 | - | 95 | - | 2210 | Other payables (Notes 4, 21, 30 and 31) | 67,123 | 1 | 80,150 | 2 |
| 1200 | Other receivables (Notes 4, 10 and 30) | 5,069 | - | 38,635 | 1 | 2220 | Current tax liabilities (Notes 4 and 27) | 7,127 | - | 16,688 | - |
| 1220 | Current tax assets (Notes 4 and 27) | 7,220 | - | 7,674 | - | 2230 | Liabilities - current (Notes 4 and 22) | 7,127 | - | 6,513 | - |
| 130X | Inventory (Notes 4 and 11) | 785,320 | 13 | 666,994 | 13 | 2300 | Lease liabilities - current (Notes 4, 15 and 30) | 16,046 | - | 11,941 | - |
| 1410 | Prepayments (Note 17) | 25,738 | - | 24,580 | 1 | 2320 | Other current liabilities (Notes 21 and 25) | 7,710 | - | 6,355 | - |
| 11XX | Total current assets | 3,059,645 | 52 | 2,704,540 | 54 | 21XX | Corporate bonds payable due within one year (Notes 4, 19 and 30) | 1,084,427 | 19 | 1,062,505 | 22 |
| Non-current assets | |||||||||||
| Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 30) | Non-current liabilities | 1,689,426 | 29 | 1,526,692 | 31 | ||||||
| 1535 | Financial assets at amortized cost - non-current (Notes 4, 9, 30, and 32) | 86,036 | 1 | 79,352 | 2 | 2570 | Deferred tax liabilities (Note 4 and 27) | 18,481 | - | 2,578 | - |
| 1550 | Investments using the equity method (Notes 4 and 12) | 2,443,263 | 42 | 1,892,265 | 38 | 2580 | Lease liabilities - non-current (Notes 4, 15 and 30) | 11,851 | - | 20,864 | - |
| 1600 | Property, plant and equipment (Notes 4, 13 and 32) | 186,422 | 3 | 187,623 | 4 | 2600 | Net defined benefit liability - non-current (Notes 4 and 23) | 29,303 | 1 | 30,166 | 1 |
| 1755 | Right-of-use assets (Notes 4 and 15) | 27,266 | - | 32,176 | 1 | 25XX | Other non-current liabilities (Notes 21 and 30) | 440 | - | 440 | - |
| 1760 | Investment property (Notes 4 and 14) | 44,118 | 1 | 47,023 | 1 | 26XX | Total liabilities | 1,749,501 | 30 | 1,580,740 | 32 |
| 1780 | Intangible assets (Notes 4 and 16) | 33,840 | 1 | 23,303 | - | ||||||
| 1915 | Prepayments for equipment | 50 | - | 1,440 | - | ||||||
| 1920 | Guarantee deposits paid (Note 30) | 7,633 | - | 5,560 | - | ||||||
| 15XX | Total non-current assets | 2,832,217 | 48 | 2,268,842 | 46 | 3110 | Equity (Notes 4 and 24) | 1,999,281 | 34 | 1,780,116 | 36 |
| 3200 | Common stock | 1,398,157 | 24 | 266,971 | 5 | ||||||
| 3310 | Capital surplus | 691,304 | 11 | 658,536 | 13 | ||||||
| 3320 | Retained earnings | 104,997 | 2 | 24,855 | - | ||||||
| 3350 | Special reserve | 182,964 | 3 | 974,154 | 20 | ||||||
| 3360 | Unappropriated earnings | 979,265 | 16 | 1,657,545 | 33 | ||||||
| 3400 | Total retained earnings | ( 40,597 ) | ( 1 ) | ( 104,997 ) | ( 2 ) | ||||||
| 3500 | Other equity | ( 193,745 ) | ( 3 ) | ( 206,993 ) | ( 4 ) | ||||||
| 3XXX | Total equity | 4,142,361 | 70 | 3,392,642 | 68 | ||||||
| 1XXX | Total assets | $ 5,891,862 | 100 | $ 4,973,382 | 100 | Total liabilities and equity | $ 5,891,862 | 100 | $ 4,973,382 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Weltrend Semiconductor Incorporated
Parent Company Only Statement of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of NTD; except for earnings per share in NTD
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue, net (Notes 4, 25 and 31) | $ 2,915,897 | 100 | $ 2,622,388 | 100 |
| 5000 | Operating costs (Notes 11, 26, and 31) | 2,144,397 | 74 | 1,911,562 | 73 |
| 5900 | Operating gross margins | 771,500 | 26 | 710,826 | 27 |
| Operating expenses (Note 26) | |||||
| 6100 | Selling expenses | 156,027 | 5 | 146,607 | 5 |
| 6200 | Administrative expenses | 106,467 | 4 | 85,014 | 3 |
| 6300 | Research and Development expenses | 334,606 | 11 | 305,130 | 12 |
| 6450 | Expected credit impairment losses | 282 | - | - | - |
| 6000 | Total operating expenses | 597,382 | 20 | 536,751 | 20 |
| 6900 | Net operating profits | 174,118 | 6 | 174,075 | 7 |
| Non-operating income and expenses (Note 4) | |||||
| 7100 | Interest income (Note 26) | 8,768 | 1 | 14,093 | 1 |
| 7010 | Other income (Notes 26 and 31) | 36,536 | 1 | 32,734 | 1 |
| 7020 | Other profits and losses (Note 26) | 201,370 | 7 | 65,067 | 2 |
| 7050 | Financial costs (Note 26) | (24,564) | (1) | (23,084) | (1) |
| 7070 | Share of profit on subsidiaries using the equity method | 176,660 | 6 | 55,615 | 2 |
| 7000 | Non-operating income and expenses, net | 398,770 | 14 | 144,425 | 5 |
| 7900 | Net profit before taxation | 572,888 | 20 | 318,500 | 12 |
| 7950 | Income tax expense (Notes 4 and 27) | 22,018 | 1 | 42,938 | 2 |
| 8200 | Net income for the year | 550,870 | 19 | 275,562 | 10 |
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| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income (Note 4) | |||||
| 8310 | Items not reclassified to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plans (Note 23) | ($ 1,240) | - | $ 8,688 | - |
| 8316 | Unrealized gains or losses on investment in equity instruments at fair value through other comprehensive income | 6,775 | - | ( 49,191) | ( 2) |
| 8330 | Share of other comprehensive income of subsidiaries using the equity method (Note 24) | ( 5,947) | - | 11,123 | 1 |
| 8360 | Items that may subsequently be reclassified to profit or loss: | ||||
| 8361 | Exchange differences on the translation of financial statements of foreign operations (Note 24) | ( 336) | - | 1,353 | - |
| 8300 | Other comprehensive income for the year | ( 748) | - | ( 28,027) | ( 1) |
| 8500 | Total comprehensive income for the year | $ 550,122 | 19 | $ 247,535 | 9 |
| Earnings per share (Note 28) | |||||
| 9750 | Basic | $ 3.02 | $ 1.57 | ||
| 9850 | Diluted | $ 2.79 | $ 1.50 |
The accompanying notes are an integral part of the parent company only financial statements.
Weltrend Semiconductor Incorporated
Parent Company Only Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Common stock | Retained earnings | Other equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (in thousands) | Amount | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on the translation of financial statements of foreign operations | Unrealized gain or loss on measured at fair value through other comprehensive income | Treasury stock | Total equity | ||
| A1 | Balance at January 1, 2024 | 178,011 | $ 1,780,116 | $ 266,965 | $ 640,592 | $ 167,949 | $ 733,853 | ($ 1,982) | ($ 22,871) | ($ 83,400) | $ 3,481,222 |
| Earnings distribution for 2023 | |||||||||||
| B1 | Legal reserve | - | - | - | 17,944 | - | ( 17,944 ) | - | - | - | - |
| B3 | Special reserve | - | - | - | - | ( 143,094 ) | 143,094 | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | - | ( 212,528 ) | - | - | - | ( 212,528 ) |
| D1 | Net income for 2024 | - | - | - | - | - | 275,562 | - | - | - | 275,562 |
| D3 | Other comprehensive income for 2024 | - | - | - | - | - | 8,835 | 1,353 | ( 38,215 ) | - | ( 28,027 ) |
| D5 | Total comprehensive income for 2024 | - | - | - | - | - | 284,397 | 1,353 | ( 38,215 ) | - | 247,535 |
| F3 | Transfer of treasury shares | - | - | 6 | - | - | - | - | - | 4,075 | 4,081 |
| L1 | Purchase of treasury shares | - | - | - | - | - | - | - | - | ( 127,668 ) | ( 127,668 ) |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | 43,282 | - | ( 43,282 ) | - | - |
| Z1 | Balance at December 31, 2024 | 178,011 | 1,780,116 | 266,971 | 658,536 | 24,855 | 974,154 | ( 629 ) | ( 104,368 ) | ( 206,993 ) | 3,392,642 |
| Earnings distribution for 2024 | |||||||||||
| B1 | Legal reserve | - | - | - | 32,768 | - | ( 32,768 ) | - | - | - | - |
| B3 | Special reserve | - | - | - | - | 80,142 | ( 80,142 ) | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | - | ( 262,469 ) | - | - | - | ( 262,469 ) |
| D1 | Net income for 2025 | - | - | - | - | - | 550,870 | - | - | - | 550,870 |
| D3 | Other comprehensive income for 2025 | - | - | - | - | - | ( 1,023 ) | ( 336 ) | 611 | - | ( 748 ) |
| D5 | Total comprehensive income for 2025 | - | - | - | - | - | 549,847 | ( 336 ) | 611 | - | 550,122 |
| M5 | Acquisition of a partial equity stake in the subsidiary through the issuance of new shares | 23,516 | 235,165 | 1,192,286 | - | - | ( 901,533 ) | - | - | - | 525,918 |
| L1 | Purchase of treasury shares | - | - | - | - | - | - | - | - | ( 75,553 ) | ( 75,553 ) |
| L3 | Cancellation of treasury shares | ( 1,600 ) | ( 16,000 ) | ( 59,553 ) | - | - | - | - | - | 75,553 | - |
| F3 | Transfer of treasury shares | - | - | ( 1,547 ) | - | - | - | - | - | 13,248 | 11,701 |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | ( 64,125 ) | - | 64,125 | - | - |
| Z1 | Balance at December 31, 2025 | 199,927 | $ 1,999,281 | $ 1,398,157 | $ 691,304 | $ 104,997 | $ 182,964 | ($ 965) | ($ 39,632) | ($ 193,745) | $ 4,142,361 |
The accompanying notes are an integral part of the parent company only financial statements.
Weltrend Semiconductor Incorporated
Parent Company Only Statement of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A10000 | Net income before tax for 2025 | $ 572,888 | $ 318,500 |
| A20010 | Income and expense items that do not affect cash flow: | ||
| A20100 | Depreciation expenses | 56,312 | 55,776 |
| A20200 | Amortization expenses | 27,840 | 21,212 |
| A20300 | Expected credit impairment losses | 282 | - |
| A20400 | Net loss (gain) on financial assets at fair value through profit or loss | ( 225,943 ) | 7,643 |
| A20900 | Financial costs | 24,564 | 23,084 |
| A21200 | Interest income | ( 8,768 ) | ( 14,093 ) |
| A21300 | Dividend income | ( 31,152 ) | ( 27,028 ) |
| A21900 | Cost of remuneration for employee stock options | - | 6 |
| A22400 | Share of profit on subsidiaries using the equity method | ( 176,660 ) | ( 55,615 ) |
| A22500 | Gain on disposal of property, plant and equipment | - | ( 157 ) |
| A23700 | Inventory valuation loss and obsolescence (gains on inventory value recovery) | ( 24,274 ) | ( 13,366 ) |
| A24100 | Foreign exchange gains (losses), net | 30,562 | ( 69,213 ) |
| A29900 | Lease modification gain | - | ( 13 ) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 1,598 | 996 |
| A31150 | Accounts receivable | ( 147,276 ) | ( 15,986 ) |
| A31160 | Accounts receivable - related party | ( 29,910 ) | ( 6,793 ) |
| A31170 | Other receivables | 5,378 | ( 8,464 ) |
| A31190 | Other receivable - related party | ( 1,050 ) | - |
| A31200 | Inventory | ( 94,052 ) | 34,249 |
| A31230 | Prepayments | ( 1,158 ) | 1,185 |
| A32130 | Notes payable | ( 311 ) | ( 50 ) |
| A32150 | Accounts payable | 81,215 | 80,121 |
| A32160 | Accounts payable - related party | 144 | - |
| A32990 | Remuneration payable to employees and directors and supervisors | 44,893 | 14,544 |
| A32180 | Other payables | 5,160 | 17,296 |
| A32200 | Provisions | 614 | ( 3,847 ) |
| A32230 | Other current liabilities | 1,355 | 716 |
| A32240 | Net defined benefit liability | ( 2,102 ) | ( 12,525 ) |
| A33000 | Cash inflow from operations | 110,149 | 348,178 |
| A33100 | Interest received | 8,768 | 14,093 |
| A33300 | Interests paid | ( 2,642 ) | ( 1,588 ) |
| A33500 | Income tax paid | ( 22,349 ) | ( 25,413 ) |
| AAAA | Net cash inflow from operating activities | 93,926 | 335,270 |
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| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00010 | Acquisition of financial assets measured at fair value through other comprehensive income | ($ 197,904) | ($ 619,297) |
| B00020 | Sale of financial assets at fair value through other comprehensive income | 263,937 | 463,332 |
| B00040 | Acquisition of financial assets at amortized cost | ( 3,489) | - |
| B00100 | Acquisition of financial assets at fair value through profit or loss | ( 400,347) | ( 362,098) |
| B00200 | Sale of financial assets at fair value through profit or loss | 568,562 | 287,406 |
| B01800 | Investment acquired using the equity method | ( 156,836) | - |
| B02400 | Capital reduction refunds from investees accounted for using the equity method | 200,083 | - |
| B02700 | Purchase of property, plant, and equipment | ( 33,908) | ( 23,151) |
| B02800 | Proceeds from disposal of property, plant and equipment | - | 1,972 |
| B03700 | Decrease (increase) in guarantee deposits paid | ( 2,073) | 30 |
| B04500 | Acquisition of intangible assets | ( 38,377) | ( 26,150) |
| B07600 | Other dividends received | 31,150 | 26,968 |
| B09900 | Dividends from subsidiaries received | 102,050 | 90,505 |
| BBBB | Net cash inflow (outflow) from investing activities | 332,848 | ( 160,483) |
| Cash flows from financing activities | |||
| C00200 | Increase in short-term borrowings | 50,000 | - |
| C00100 | Decrease in short-term borrowings | - | ( 150,000) |
| C04200 | Principal repayment of lease liabilities | ( 16,906) | ( 14,067) |
| C04500 | Cash dividends paid | ( 262,469) | ( 212,528) |
| C04900 | Purchase of treasury shares | ( 75,553) | ( 127,668) |
| C05000 | Price of disposal of treasury shares | 11,701 | 4,075 |
| CCCC | Net cash outflow from financing activities | ( 293,227) | ( 500,188) |
| DDDD | Impact of changes in exchange rate on cash and cash equivalents | ( 4,865) | 26,748 |
| EEEE | Net (decrease) increase in cash and cash equivalents for 2025 | 128,682 | ( 298,653) |
| E00100 | Opening balance of cash and cash equivalents | 330,430 | 629,083 |
| E00200 | Ending balance of cash and cash equivalents | $ 459,112 | $ 330,430 |
The accompanying notes are an integral part of the parent company only financial statements.
Independent Auditor’s Report
To Weltrend Semiconductor, Inc. and Its Subsidiaries,
Audit opinion
We have reviewed the accompanying parent company only balance sheets of Weltrend Semiconductor, Inc. and Its Subsidiaries for the years ended December 31, 2025 and 2024 and the relevant consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China, based on our audit results and the audit reports of other certified public accountants (CPAs) (refer to the section of “Other matters”).
Basis of audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the “Auditor's responsibilities for the audit of the consolidated financial statements” paragraph of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.
Key audit matters
Key audit matters refer to the most vital matters in our audit of the Group’s consolidated financial statements for the year ended December 31, 2025 based on our professional judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.
24
Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2025, are stated as follows
Sales revenue recognition
The Group’s consolidated operating revenue for 2025 amounted to NT$3,568,640 thousand. Please Notes 4 and 26 to the consolidated financial statements for accounting policies and information on revenue recognition. The Group’s operating revenue mainly includes research, development, production, and sales of integrated circuits and sales of foreign brands’ integrated circuits as an agent. Due to the large number of sales clients located at home and abroad, we listed the sales revenue which grew compared with the last year and that from specific customers as one of the key audit matters.
The main audit procedures we performed for the above matters are as follows
- Learned about and tested the effectiveness of the main internal control design and implementation for sales revenue.
- Sampled and verified the external orders and shipping documents of specific counterparties to confirm the authenticity of the sales revenue.
- Sampled and reviewed sales revenue related vouchers and collection status, and verified that the sales recipient and the party receiving payment matched.
Other matters
The Company has also prepared the parent company-only financial statements for the years ended December 31, 2025 and 2024, for which we have issued an audit report, along with an unqualified opinion, for reference.
Responsibilities of the management and the governing bodies for the consolidated financial statements
The management’s responsibilities are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively referred to as “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China and to maintain necessary internal control associated with the preparation in order to ensure that the consolidated financial statements are free from material misstatement arising from fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.
The Group’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.
25
26
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.
We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also performed the following tasks:
-
Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
Obtain an understanding of the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
-
Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.
- Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.
The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any Significant deficiencies in internal control that we identify during the audit).
We also provide the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).
From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the auditors' report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.
The engagement partners on the audits resulting in this independent auditors' report are Cheng-Chih, Lin and Chih-yuan Wen.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 11, 2026
Weltrend Semiconductor, Inc. and Its Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: Unit: NTS thousand, except for earnings per share that is in NTS
| Code | Assets | December 31, 2025 | December 31, 2024 | Code | Liabilities and equity | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| Current assets | |||||||||||
| 1100 | Cash and cash equivalents (Notes 4, 6 and 32) | $ 1,238,628 | 20 | $ 874,562 | 15 | 2100 | Current liabilitiesShort-term borrowings (Notes 4, 19 and 32) | $ 50,000 | 1 | $ 135,618 | 2 |
| 1110 | Financial assets at fair value through profit or loss - current (Notes 4, 7 and 32) | 539,012 | 9 | 771,858 | 13 | 2120 | Financial liabilities at fair value through profit or loss - current (Notes 4, 7, 20, and 32) | - | - | 2,310 | - |
| 1120 | Financial assets at fair value through other comprehensive income - current (Notes 4, 8 and 32) | 458,090 | 8 | 550,956 | 9 | 2150 | Notes payable (Notes 4, 21 and 32)Accounts payable (Notes 4, 21 and 32) | 268 | - | 579 | - |
| 1136 | Financial assets at amortized cost - current (Notes 4, 9 and 32) | 191,930 | 3 | 314,285 | 5 | 2170 | Remuneration payable to employees and directors and supervisors (Note 27) | 407,631 | 7 | 329,682 | 6 |
| 1150 | Notes receivable (Notes 4, 10 and 32) | 10,171 | - | 13,026 | - | 2206 | Other payables (Notes 4, 22 and 32) | 123,798 | 2 | 71,487 | 1 |
| 1200 | Accounts receivable, net (Notes 4, 10, 26 and 32) | 1,225,296 | 20 | 1,013,048 | 17 | 2230 | Current tax liabilities (Notes 4 and 28) | 91,986 | 2 | 176,900 | 3 |
| 1200 | Other receivables (Notes 4, 10 and 32) | 12,193 | - | 76,015 | 1 | 2250 | Corporate bonds payable due within one year (Notes 4, 20 and 32) | 20,298 | - | 26,622 | 1 |
| 130X | Inventory (Notes 4 and 11) | 7,850 | - | 14,826 | - | 2280 | Lease liabilities - current (Notes 4, 15 and 32) | 1,084,427 | 18 | 1,062,505 | 18 |
| 1410 | Prepayments (Note 18) | 981,339 | 16 | 820,449 | 14 | 2300 | Other current liabilities (Notes 22 and 26) | 9,085 | - | 8,634 | - |
| 11XX | Total current assets | 4,705,956 | 77 | 4,481,627 | 75 | 23XX | Total current liabilities | 1,818,570 | 30 | 1,839,883 | 31 |
| Non-current assets | |||||||||||
| 1510 | Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 32) | 88,294 | 2 | 82,771 | 1 | 2570 | Non-current liabilitiesDeferred tax liabilities (Notes 4 and 28) | 113,615 | 2 | 116,845 | 2 |
| 1517 | Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 32) | 70,282 | 1 | 70,289 | 1 | 2580 | Lease liabilities - non-current (Notes 4, 15 and 32) | 17,124 | - | 31,321 | 1 |
| 1535 | Financial assets at amortized cost - non-current (Notes 4, 9, 32, and 34) | 23,899 | - | 15,405 | - | 2640 | Net defined benefit liability - non-current (Notes 4 and 24) | 29,274 | - | 30,564 | - |
| 1600 | Property, plant and equipment (Notes 4, 13 and 34) | 195,179 | 3 | 198,070 | 3 | 2670 | Other non-current liabilities (Notes 22 and 32) | 440 | - | 440 | - |
| 1755 | Right-of-use assets (Notes 4 and 15) | 38,267 | 1 | 49,200 | 1 | 25XX | Total non-current liabilities | 160,453 | 2 | 179,170 | 3 |
| 1760 | Investment property (Notes 4 and 14) | 44,118 | 1 | 47,023 | 1 | 23XX | Total liabilities | 1,979,023 | 32 | 2,019,053 | 34 |
| 1780 | Intangible assets (Notes 4 and 17) | 508,120 | 8 | 570,765 | 10 | 3110 | Equity attributable to owners of the Company (Notes 4, 20, 25 and 30) | - | - | - | - |
| 1805 | Goodwill (Notes 4 and 16) | 447,603 | 7 | 447,603 | 8 | 3200 | Common stock | 1,999,281 | 33 | 1,780,116 | 30 |
| 1840 | Deferred tax assets (Notes 4 and 28) | 1,939 | - | 1,534 | - | 3310 | Capital surplus | 1,398,157 | 23 | 266,971 | 4 |
| 1915 | Prepayments for equipment | 50 | - | 1,440 | - | 3320 | Retained earnings | - | - | - | - |
| 1920 | Guarantee deposits paid (Note 32) | 8,685 | - | 6,585 | - | 3330 | Legal reserve | 691,304 | 11 | 658,536 | 11 |
| 1990 | Other non-current assets | 435 | - | 2,012 | - | 3320 | Special reserve | 104,997 | 2 | 24,855 | 1 |
| 15XX | Total non-current assets | 1,426,871 | 23 | 1,492,697 | 25 | 3330 | Unappropriated earnings | 182,964 | 3 | 974,154 | 16 |
| 3340 | Total retained earnings | 979,265 | 16 | 1,657,545 | 28 | ||||||
| 3400 | Other equity | ( 40,597 ) | ( 1 ) | ( 104,997 ) | ( 2 ) | ||||||
| 3500 | Treasury stock | ( 193,745 ) | ( 3 ) | ( 206,993 ) | ( 3 ) | ||||||
| 31XX | Total equity attributable to owners of the Parent | 4,142,361 | 68 | 3,392,642 | 57 | ||||||
| 36XX | Non-controlling interests (Notes 4 and 25) | 11,443 | - | 562,629 | 9 | ||||||
| 3XXX | Total equity | 4,153,804 | 68 | 3,955,271 | 66 | ||||||
| 1XXX | Total assets | $ 6,132,827 | 100 | $ 5,974,324 | 100 | Total liabilities and equity | $ 6,132,827 | 100 | $ 5,974,324 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
29
Weltrend Semiconductor, Inc. and Its Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of NTD; except for earnings per share in NTD
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue, net (Notes 4 and 26) | $ 3,568,640 | 100 | $ 3,094,619 | 100 |
| 5000 | Operating costs (Notes 11 and 27) | 2,502,088 | 70 | 2,172,134 | 70 |
| 5900 | Operating gross margins | 1,066,552 | 30 | 922,485 | 30 |
| Operating expenses (Note 27) | |||||
| 6100 | Selling expenses | 213,433 | 6 | 199,533 | 7 |
| 6200 | Administrative expenses | 140,704 | 4 | 113,393 | 4 |
| 6300 | Research and Development expenses | 472,602 | 13 | 445,441 | 14 |
| 6450 | Expected credit impairment losses (Notes 4 and 10) | 1,121 | - | 55 | - |
| 6000 | Total operating expenses | 827,860 | 23 | 758,422 | 25 |
| 6900 | Net operating profits | 238,692 | 7 | 164,063 | 5 |
| Non-operating income and expenses (Notes 4 and 27) | |||||
| 7100 | Interest income | 25,565 | 1 | 44,524 | 1 |
| 7010 | Other income | 59,362 | 2 | 50,488 | 2 |
| 7020 | Other profits and losses | 293,316 | 8 | 113,179 | 4 |
| 7050 | Financial costs | ( 24,944 ) | ( 1 ) | ( 26,423 ) | ( 1 ) |
| 7000 | Total non-operating income and expenses | 353,299 | 10 | 181,768 | 6 |
| 7900 | Net profit before taxation | 591,991 | 17 | 345,831 | 11 |
| 7950 | Income tax expense (Notes 4 and 28) | 28,957 | 1 | 50,966 | 1 |
| 8200 | Net income for the year | 563,034 | 16 | 294,865 | 10 |
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| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| (Notes 4 and 25) | |||||
| 8310 | Items not reclassified to profit or loss: | ||||
| 8311 | Remeasurement of defined benefit plans | ||||
| (Note 24) | ($ 969) | - | $ 9,047 | - | |
| 8316 | Unrealized gains or losses on investment in equity instruments at fair value through other comprehensive income | 869 | - | ( 37,790) | ( 1) |
| 8349 | Income tax related to items not reclassified | ||||
| (Note 28) | ( 54) | - | ( 72) | - | |
| 8360 | Items that may subsequently be reclassified to profit or loss: | ||||
| 8361 | Exchange differences on the translation of financial statements of foreign operations | ||||
| (Notes 4 and 25) | ( 336) | - | 1,353 | - | |
| 8300 | Other comprehensive income for the year | ( 490) | - | ( 27,462) | ( 1) |
| 8500 | Total comprehensive income for the year | $ 562,544 | 16 | $ 267,403 | 9 |
| Net income attributable to: | |||||
| 8610 | Owners of the parent | $ 550,870 | 16 | $ 275,562 | 9 |
| 8620 | Non-controlling interests | 12,164 | - | 19,303 | 1 |
| 8600 | $ 563,034 | 16 | $ 294,865 | 10 | |
| Comprehensive income attributable to: | |||||
| 8710 | Owners of the parent | $ 550,122 | 16 | $ 247,535 | 8 |
| 8720 | Non-controlling interests | 12,422 | - | 19,868 | 1 |
| 8700 | $ 562,544 | 16 | $ 267,403 | 9 | |
| Earnings per share (Note 29) | |||||
| 9750 | Basic | $ 3.02 | $ 1.57 | ||
| 9850 | Diluted | $ 2.79 | $ 1.50 |
The accompanying notes are an integral part of the consolidated financial statements.
Weltrend Semiconductor, Inc. and Its Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Common stock | Retained earnings | Other equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares(in thousands) | Amount | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on the translation of financial statements of foreign operations | Unrealized gain or loss on financial assets measured at fair value through other comprehensive income | Treasury stock | Total | Non-controlling interests | Total equity | ||
| A1 | Balance at January 1, 2024 | 178,011 | $ 1,780,116 | $ 266,965 | $ 640,592 | $ 167,949 | $ 733,853 | ($ 1,982) | ($ 22,871) | ($ 83,400) | $ 3,481,222 | $ 572,157 | $ 4,053,379 |
| Earnings distribution for 2023 | |||||||||||||
| B1 | Legal reserve | - | - | - | 17,944 | - | ( 17,944 ) | - | - | - | - | - | - |
| B3 | Special reserve | - | - | - | - | ( 143,094 ) | 143,094 | - | - | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | - | ( 212,528 ) | - | - | - | ( 212,528 ) | - | ( 212,528 ) |
| D1 | Net income for 2024 | - | - | - | - | - | 275,562 | - | - | - | 275,562 | 19,303 | 294,865 |
| D3 | Other comprehensive income for 2024 | - | - | - | - | - | 8,835 | 1,353 | ( 38,215 ) | - | ( 28,027 ) | 565 | ( 27,462 ) |
| D5 | Total comprehensive income for 2024 | - | - | - | - | - | 284,397 | 1,353 | ( 38,215 ) | - | 247,535 | 19,868 | 267,403 |
| F3 | Transfer of treasury shares | - | - | 6 | - | - | - | - | - | 4,075 | 4,081 | - | 4,081 |
| L1 | Purchase of treasury shares | - | - | - | - | - | - | - | - | ( 127,668 ) | ( 127,668 ) | - | ( 127,668 ) |
| O1 | Cash dividends from non-controlling interests | - | - | - | - | - | - | - | - | - | - | ( 29,396 ) | ( 29,396 ) |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | 43,282 | - | ( 43,282 ) | - | - | - | - |
| Z1 | Balance at December 31, 2024 | 178,011 | 1,780,116 | 266,971 | 658,536 | 24,855 | 974,154 | ( 629 ) | ( 104,368 ) | ( 206,993 ) | 3,392,642 | 562,629 | 3,955,271 |
| Earnings distribution for 2024 | |||||||||||||
| B1 | Legal reserve | - | - | - | 32,768 | - | ( 32,768 ) | - | - | - | - | - | - |
| B3 | Special reserve | - | - | - | - | 80,142 | ( 80,142 ) | - | - | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | - | ( 262,469 ) | - | - | - | ( 262,469 ) | - | ( 262,469 ) |
| D1 | Net income for 2025 | - | - | - | - | - | 550,870 | - | - | - | 550,870 | 12,164 | 563,034 |
| D3 | Other comprehensive income for 2025 | - | - | - | - | - | ( 1,023 ) | ( 336 ) | 611 | - | ( 748 ) | 258 | ( 490 ) |
| D5 | Total comprehensive income for 2025 | - | - | - | - | - | 549,847 | ( 336 ) | 611 | - | 550,122 | 12,422 | 562,544 |
| E1 | Capital increase in cash | - | - | - | - | - | - | - | - | - | - | 3,465 | 3,465 |
| M5 | Acquisition of a partial equity stake in the subsidiary through the issuance of new shares | 23,516 | 235,165 | 1,192,286 | - | - | ( 901,533 ) | - | - | - | 525,918 | ( 525,918 ) | - |
| L1 | Purchase of treasury shares | - | - | - | - | - | - | - | - | ( 75,553 ) | ( 75,553 ) | - | ( 75,553 ) |
| L3 | Cancellation of treasury shares | ( 1,600 ) | ( 16,000 ) | ( 59,553 ) | - | - | - | - | - | 75,553 | - | - | - |
| F3 | Transfer of treasury shares | - | - | ( 1,547 ) | - | - | - | - | - | 13,248 | 11,701 | - | 11,701 |
| O1 | Cash dividends from non-controlling interests | - | - | - | - | - | - | - | - | - | - | ( 41,155 ) | ( 41,155 ) |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | - | ( 64,125 ) | - | 64,125 | - | - | - | - |
| Z1 | Balance at December 31, 2025 | 199,927 | $ 1,999,281 | $ 1,398,157 | $ 691,304 | $ 104,997 | $ 182,964 | ($ 965) | ($ 39,632) | ($ 193,745) | $ 4,142,361 | $ 11,443 | $ 4,153,804 |
The accompanying notes are an integral part of the consolidated financial statements.
Weltrend Semiconductor, Inc. and Its Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousand
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| A10000 | Net income before tax for 2025 | $ 591,991 | $ 345,831 |
| A20010 | Income and expense items that do not affect cash flow: | ||
| A20100 | Depreciation expenses | 67,237 | 66,457 |
| A20200 | Amortization expenses | 106,107 | 104,949 |
| A20300 | Expected credit impairment losses | 1,121 | 55 |
| A20400 | Net loss (gain) on financial assets at fair value through profit or loss | ( 331,937 ) | 3,202 |
| A20900 | Financial costs | 24,944 | 26,423 |
| A21200 | Interest income | ( 25,565 ) | ( 44,524 ) |
| A21300 | Dividend income | ( 44,035 ) | ( 45,560 ) |
| A21900 | Cost of share-based remuneration | - | 6 |
| A22500 | Gain on disposal of property, plant and equipment | ( 18 ) | ( 157 ) |
| A23800 | Inventory valuation loss and obsolescence (gains on inventory value recovery) | ( 22,083 ) | ( 24,564 ) |
| A24100 | Foreign exchange losses (gains) – net | 50,247 | ( 97,773 ) |
| A29900 | Lease modification gain | ( 6 ) | ( 13 ) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | 2,862 | 546 |
| A31150 | Accounts receivable | ( 250,678 ) | ( 30,062 ) |
| A31180 | Other receivables | 6,192 | ( 9,900 ) |
| A31200 | Inventory | ( 138,807 ) | ( 6,227 ) |
| A31230 | Prepayments | ( 7,268 ) | 4,382 |
| A32130 | Notes payable | ( 311 ) | ( 50 ) |
| A32150 | Accounts payable | 88,422 | 83,553 |
| A32990 | Remuneration payable to employees and directors and supervisors | 52,311 | 20,401 |
| A32180 | Other payables | 6,186 | 20,968 |
| A32200 | Provisions | 451 | ( 3,573 ) |
| A32230 | Other current liabilities | 2,150 | 79 |
| A32240 | Net defined benefit liability | ( 2,314 ) | ( 12,746 ) |
| A33000 | Cash inflow from operations | 177,199 | 401,703 |
| A33100 | Interest received | 26,133 | 46,041 |
| A33300 | Interests paid | ( 3,451 ) | ( 4,498 ) |
| A33500 | Income tax paid | ( 31,940 ) | ( 35,832 ) |
| AAAA | Net cash inflow from operating activities | 167,941 | 407,414 |
(Continued on next page)
(Continued from previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00010 | Acquisition of financial assets measured at fair value through other comprehensive income | ($ 280,849) | ($ 771,820) |
| B00020 | Sale of financial assets at fair value through other comprehensive income | 402,782 | 610,903 |
| B00040 | Acquisition of financial assets at amortized cost | ( 612,409) | ( 657,806) |
| B00050 | Disposal of financial assets at amortized cost | 726,270 | 615,650 |
| B00100 | Acquisition of financial assets at fair value through profit or loss | ( 577,693) | ( 1,187,988) |
| B00200 | Sale of financial assets at fair value through profit or loss | 1,072,817 | 980,616 |
| B02700 | Purchase of property, plant, and equipment | ( 36,436) | ( 29,789) |
| B02800 | Proceeds from disposal of property, plant and equipment | 36 | 1,978 |
| B03700 | Increase in refundable deposits | ( 2,100) | ( 20) |
| B04500 | Acquisition of intangible assets | ( 43,464) | ( 34,235) |
| B07600 | Dividend received | 44,108 | 45,389 |
| BBBB | Net cash inflow (outflow) from investing activities | 693,062 | ( 427,122) |
| Cash flows from financing activities | |||
| C00100 | Decrease in short-term borrowings | ( 90,529) | ( 13,031) |
| C04200 | Principal repayment of lease liabilities | ( 23,544) | ( 20,760) |
| C04500 | Cash dividends paid | ( 262,469) | ( 212,528) |
| C04600 | Capital increase in cash | 3,465 | - |
| C04900 | Purchase of treasury shares | ( 75,553) | ( 127,668) |
| C05000 | Price of disposal of treasury shares | 11,701 | 4,075 |
| C05800 | Cash dividends paid to non-controlling interests | ( 41,155) | ( 29,396) |
| CCCC | Net cash outflow from financing activities | ( 478,084) | ( 399,308) |
| DDDD | Impact of changes in exchange rate on cash and cash equivalents | ( 18,853) | 51,503 |
| EEEE | Net (decrease) increase in cash and cash equivalents for 2025 | 364,066 | ( 367,513) |
| E00100 | Opening balance of cash and cash equivalents | 874,562 | 1,242,075 |
| E00200 | Ending balance of cash and cash equivalents | $ 1,238,628 | $ 874,562 |
The accompanying notes are an integral part of the consolidated financial statements.
34
Ratification 2
Proposed by the Board of Directors
Agenda: 2025 Earnings Distribution Proposal.
Explanation:
(I) The 2025 Earnings Distribution Proposal was passed in the Company's board meeting on March 11, 2026. Please refer to P.35 for the Earnings Distribution Table.
(II) It is proposed that no earnings will be distributed in 2025; instead, a cash dividend shall be distributed from the capital surplus.
(III) Please ratify.
Resolution:
Weltrend Semiconductor, Inc.
Earnings Distribution Table
2025
Unit: NTD
| Items | Amount | Notes |
|---|---|---|
| Undistributed earnings at the beginning of the period | 598,774,912 | |
| Plus: After-tax net profit of 2025 | 550,869,825 | |
| Plus: Remeasurement of defined benefit plan converted into retained earnings | (1,022,629) | |
| Plus: Disposal of investments in equity instruments measured at fair value through other comprehensive gain and loss with accumulated profit or loss transferred directly to retained earnings | (64,125,193) | |
| Plus: Adjustment to retained earnings due to investments accounted for using equity method. | (901,532,572) | |
| The net profit after tax of this period plus items other than the net profit of this period are included in the undistributed earnings of the current year | (415,810,569) | |
| Plus: Reversal of statutory special earnings reserve | 64,399,048 | |
| Distributable earnings | 247,363,391 | |
| Minus: Distribution items for the year | ||
| Allocated shareholder dividends - cash | 0 | |
| Undistributed earnings at the end of the period | 247,363,391 | |
| Note 1: The Company's earnings distribution principle is to distribute the 2025 earnings available for distribution first. If there is any shortfall, the earnings accumulated in the previous years shall be distributed on a first-in-first-out basis based on the year the earnings were generated. | ||
| Note 2: The number of shares for the distribution of cash dividends for shareholders is the 199,928,074 outstanding shares as of March 11, 2026 - treasury stock of 2,822,000 shares = 197,106,074 shares. |
Responsible Person:
Manager:
Accounting Supervisor:
35
Discussions
Proposal 1
Proposed by the Board of Directors
Agenda: The amendment of the Articles of Incorporation is submitted for approval.
Explanation:
(I) Provide timely incentives for employees and achieve the attraction and retention of talent within the Company. It is proposed to amend Article 20 of the Articles of Incorporation to adjust the employee compensation allocation ratio.
(II) Please refer to the Comparison Table of the Amended Provisions of the Articles of Incorporation below.
Resolution:
Comparison Table of the Amended Provisions of the Articles of Incorporation
| Article Number | Before Amendment | After Amendment | Reason for Amendment |
|---|---|---|---|
| Article 20 | The Company shall allocate 11% to 15% of the Company's pre-tax profit of the current period before deducting the employees' remuneration and Directors' remuneration of the year as employees' remuneration and no more than 4% as Directors' remuneration. Of the total employee remuneration, an amount of no less than 1% shall be allocated for distribution to grassroots employees. However, if the Company has accumulated losses (including adjustment on non-distributed earnings), the Company shall set aside a part of the profit first to make up for the losses. |
The employees' remuneration specified in the preceding paragraph may be paid in stocks or cash, and may be paid to employees of parents or subsidiaries of the Company who meet the requirements stipulated by the Board of Directors. The Directors' remuneration specified in the preceding paragraph shall only be distributed in cash. The procedures in the two preceding paragraphs must be approved by the Board of Directors and reported to the shareholders' meeting. | The Company shall allocate 11% to 15% and no less than 5% of the Company's pre-tax profit of the current period before deducting the employees' remuneration and Directors' remuneration of the year as employees' remuneration and no more than 4% as Directors' remuneration. Of the total employee remuneration, an amount of no less than 1% shall be allocated for distribution to grassroots employees. However, if the Company has accumulated losses (including adjustment on non-distributed earnings), the Company shall set aside a part of the profit first to make up for the losses.
The employees' remuneration specified in the preceding paragraph may be paid in stocks or cash, and may be paid to employees of parents or subsidiaries of the Company who meet the requirements stipulated by the Board of Directors. The Directors' remuneration specified in the preceding paragraph shall only be distributed in cash. The procedures in the two preceding paragraphs must be approved by the Board of Directors and reported to the shareholders' meeting. | To meet the Company's management needs. |
| Article 24 | (Omitted) | Added Twenty-fifth Amendment: May 29, 2026 | Added in accordance with the amendment of the Articles of Incorporation. |
Proposal 2
Proposed by the Board of Directors
Agenda: Cash Distribution from Capital Surplus is submitted for approval.
Explanation:
(I) The Company distributes cash from capital surplus generated by issuing common stock at a premium above par value in accordance with Article 241 of the Company Act, allocating NT$2 per share, which amounts to NT$2,000 per thousand shares, for a total of NT$394,212,148.
(II) Cash distribution from capital surplus is calculated based on the names of shareholders and their shareholdings recorded in the shareholder register as of the record date, rounded down to the nearest dollar (with amounts less than one dollar discarded). The total of any fractional shares is included in the Company's other income.
(III) Where the number of the Company's outstanding shares increases or decreases due to the repurchase, de-registration, transfer of the Company's shares, or other factors that affect the number of shares, and causes a change in the cash dividend distribution ratio, the Company requests the shareholders' meeting to authorize the Chairman of the board to adjust the dividend rate based on the total distribution amount and the actual number of shares outstanding on the record date.
(IV) The Chairman is authorized to determine the record date for the distribution of capital surplus in cash, the distribution date, and other related matters.
Resolution:
Voting for Ratifications and Agenda Items in Discussions:
37
38
Election Matters
Proposed by the Board of Directors
Agenda: By-election of Independent Directors.
Explanation:
(I) As Mr. Yeh Wei-Kun, the current Independent Director of the Company, has served for more than three consecutive terms, he has proposed to resign from his position effective May 29, 2026 to enhance corporate governance and strengthen the independence of the Board of Directors.
(II) The Company proposes to hold a by-election for one Independent Director. The term of the newly elected Independent Director shall commence on May 29, 2026 and end on May 28, 2028.
(III) In accordance with the Articles of Incorporation, the election of Independent Directors shall adopt a candidate nomination system. Shareholders shall elect independent directors from the list of nominated candidates announced by the Company. For the list of candidates and relevant information, please refer to P.39.
Please re-elect
Election Results:
39
Weltrend Semiconductor, Inc.
List of Candidates for Independent Directors
| Candidate Category | Candidate Name | Educational Background | Experience | Current Position | Number of Shares Held (Unit: shares) |
|---|---|---|---|---|---|
| Independent Director | Kuo-Hsin Chang | Doctor of Electrical Engineering, Texas A&M University, USA. | |||
| Bachelor of Communications Engineering, National Yang Ming Chiao Tung University | Independent Director of Sentelic Corp. | ||||
| Supervisor of BrainChild Electronic Co., Ltd. | |||||
| The Chairman of Star Buck Ppwer Corporation | |||||
| Director of Taiwan Cogeneration Corp. | |||||
| Director Engineer of Elster Smart Meter Company, USA | |||||
| Senior Systems Architect at Freescale Semiconductor, USA | Zero One Technology Co., Ltd. Consultant | 60,800 |
40
Other Proposals
Proposed by the Board of Directors
Agenda: Proposed removal of the Company's Non-compete Clause for independent directors.
Explanation:
(I) Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(II) For any newly elected independent directors of the Company who also serve as directors in other companies engaged in the same line of business as the Company, and in accordance with actual business needs, it is hereby proposed that the shareholders' meeting grant approval to lift the non-competition restrictions imposed on such directors, provided that doing so does not harm the interests of the Company.
Resolution:
| Director Candidates | Non-Competition Waiver Items for Elected Directors |
|---|---|
| Kuo-Hsin Chang | Zero One Technology Co., Ltd. Consultant |
Voting for Other Proposals:
Appendix 1.
Weltrend Semiconductor, Inc.
Rules of Procedure for Shareholders Meetings
Article 1: Unless otherwise specified by law or the Articles of Incorporation, the shareholders' meetings of the Company shall be implemented in accordance with these Rules.
Changes to how the Company convenes its shareholders' meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders' meeting notice.
Article 2: The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
Article 3: Attendance and voting at shareholders' meetings shall be calculated based on the number of shares.
The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 4: The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 4-1: The restrictions on the place of the meeting in Article 4 shall not apply when the Company convenes a virtual-only shareholders' meeting.
For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as having attended the shareholders' meeting in person.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
The Company shall upload the meeting agenda book, annual report, and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
41
If the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.
Article 5: If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board of Directors. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall designate a Director to act as the chair. If the Chairman fails to designate a Director, the Directors shall select from among themselves one person to serve as chair.
If the shareholders' meeting is convened by a person entitled to do so other than the Chairman, that person shall act as the Chairman.
Article 6: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands.
Article 7: The shareholders' meeting shall be documented by audio and shall be retained for at least one year.
Article 8: The chair shall announce the commencement of the meeting as soon as the appointed time arrives. However, if those in attendance represent less than half of the company's outstanding shares, the chair may announce to postpone the meeting up to two times, for a period totaling no more than one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned on the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may
42
be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 4-1.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 9: If the shareholders' meeting is convened by the Board of Directors, the Board of Directors shall determine the meeting proceedings. The proceedings shall not be changed unless resolved during the shareholders' meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting.
After the adjournment of the meeting, the shareholders may not elect a chair to resume the meeting at the original location or at another venue. However, if the chair declares the meeting adjourned in violation of the rules of procedure, one person may be elected chair with the consent of one half of the votes represented by shareholders present to resume the meeting.
Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of
43
the chair and the shareholder that has the floor; the chair shall stop any violation.
Article 11: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Article 10
and Article 11 do not apply.
Article 12: When a juristic person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 14: When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 16: When a meeting is in progress, the chair may announce a break based on time considerations.
44
Article 17: Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
At the time of a vote, the chair may choose to ask the attending shareholders if there are any objections. If no objection is raised, the motion is considered to have been adopted with the same validity as a vote by ballots.
Article 18: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote.
When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19: The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear arm badges bearing the word "Proctor."
Article 20: These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
45
Appendix 2.
Weltrend Semiconductor Incorporated Articles of Incorporation
Chapter 1. General Principles
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be Weltrend Semiconductor Incorporated.
Article 2: The business scope of the Company:
I. Research, development, production, tests, and sales of the following products:
(I) Mixed analog/digital ASICs for computers and communication products
(II) Digital ICs
(III) Analog ICs
II. Import and export business related to the Company's business.
Article 2-1: The Company may provide guarantees for external parties based on business requirements.
Article 2-2: The Company shall be exempt from the restrictions on total investment amount for not exceeding 40% of the paid-in capital.
Article 3: The Company's head office is established in Hsinchu Science Park. Where necessary, the Company may establish branch companies or offices domestically or overseas subject to the resolution by its Board of Directors and the approval of the competent authority.
Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.
Chapter 2. Shares
Article 5: The total capital stock of the Company shall be in the amount of NT$3.3 billion, divided into 330 million shares at NT$10 per value and issued in separate installments. The Board of Directors is authorized to issue the unissued shares based on actual requirements.
The Company may issue employee stock warrants and retains 33 million shares in the total amount specified in the preceding paragraph for the issuance of employee stock warrants.
46
Article 5-1: The Company may issue employee stock warrants with a subscription price lower than the closing price of the Company's regular shares on the date of issuance. This shall require a resolution by at least two-thirds of all voting rights in attendance in a shareholders' meeting attended by at least half of all voting rights of the outstanding shares.
Sales of shares to employees at prices below the Company's average repurchase price are to be approved by a resolution of the most recent shareholders' meeting. This shall require a resolution by at least two-thirds of all voting rights in attendance in a shareholders' meeting attended by at least half of all voting rights of the outstanding shares.
Article 5-2: When the Company carries out the following tasks, the recipients may include employees of parents or subsidiaries of the Company who meet certain requirements:
- Transfer of treasury stock to employees.
- Employee stock warrant.
- Employee cash capital increase subscription.
- New restricted employee shares.
The Board of Directors is authorized to set the requirements.
Article 6: When the Company issues shares and prints share certificates, the shares shall be registered and signed or sealed by the Director representing the Company. Such share certificates shall be numbered and issued by the competent authority or its authorized registration institution. Stocks issued by the Company are not required to be printed. The Company, however, shall contact the centralized securities depository institution for registration of the share certificates.
Article 7: Where a share certificate is transferred, lost, or destroyed, it shall be processed in accordance with the Company Act and related regulations.
Chapter 3. Shareholders' Meeting
Article 8: The Company holds general and special shareholders' meetings. A general meeting is called once a year by the Board of Directors in accordance with the law within six months after the end of the fiscal year. Special meetings may be convened according to the law when necessary.
Article 8-1: The shareholders' meeting of the Company may be held with a virtual shareholders' meeting or other methods announced by the competent authority.
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Article 9: A shareholder may designate another person to represent it by submitting a proxy printed by the Company, specifying the scope of authorization. The use of proxies shall be processed in accordance with the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.
Article 10: Each shareholder of the Company shall have one vote per share, unless otherwise provided by Article 157, Paragraph 3 of the Company Act.
No voting power shall be granted, however, to company shares specified in Article 179 of the Company Act.
Article 11: Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Chapter 4. Directors and the Audit Committee
Article 12: The Company shall have seven to twelve directors, who shall be elected by the shareholders' meeting from persons of adequate capacity to serve a term of three years. Their terms of service may be renewed if they are re-elected in the following election.
The Company's Directors shall be elected through a candidate nomination system, and the shareholders shall elect the Directors from among the nominees listed in the roster of director candidates. The related implementation items shall be processed in accordance with the Company Act, Securities and Exchange Act, and related regulations.
The number of Independent Directors shall not be less than three persons in the number of Directors specified in Paragraph 1, and shall not be less than one fifth of the Directors. The professional qualifications, shareholdings, limits on concurrent service, independence, nomination and election of Independent Directors and other compliance matters shall be processed in accordance with the relevant regulations of the competent authority of securities. The Independent Directors and non-independent Directors shall be elected at the same time and the number of Directors elected shall be calculated separately.
Article 12-1 The Company may purchase liability insurance that covers the term of service of Directors and managers against liabilities they incur over the course of service. The Board of Directors is authorized to process the actual contents of the insurance at its sole discretion.
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Article 13: The Board of Directors is organized by the Directors. The Directors shall elect from among themselves a Chairman of the Board of Directors, by a majority in a meeting attended by over two-thirds of the Directors. The Chairman of the Board of Directors represents the Company externally. Where necessary, the Board of Directors may elect a Vice Chairman.
Article 13-1: Directors shall be notified of the Company's board meetings seven days prior to the meeting. However, in the event of an emergency, the meeting may be convened at any time. Notifications of meetings in the preceding paragraph may be made in writing or via e-mail or fax.
If a Director is unable to attend a meeting, he/she may appoint another Director as proxy to attend the meeting by completing a proxy form. A Director may only serve as a proxy for one other Director.
Article 14: If a shareholders' meeting is convened by the Board of Directors, the chair shall be appointed in accordance with Article 208, Paragraph 3 of the Company Act. Where a shareholders' meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall select a chair from among themselves.
Article 15: The Board of Directors is authorized to determine the remuneration of all Directors based on prevailing rates in the industry.
Article 16: The duties of the Board of Directors are as follows:
I. Review and discuss business strategies and long and short-term development plans.
II. Review and monitor the implementation of the annual business plan.
III. Review and approval of the budget and final accounts.
IV. Formulation of proposals for capital increase or decrease.
V. Formulation of plans for earnings distribution or make up for losses.
VI. Formulation of proposals for the dissolution of the Company or a merger or demerger with another company.
VII. Review and approval of the acquisition and disposal of material properties of the Company.
VIII. Formulation of the Articles of Incorporation.
IX. Approval of investments in other businesses.
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X. Review and approval of material capital expenditures.
XI. Appointment and dismissal of managers.
XII. Organization of shareholders' meetings and business reports.
XIII. Other powers vested by laws and the shareholders' meeting.
Article 17: The Company established the Audit Committee, which is composed of all Independent Directors. The number of members of the Audit Committee, term of office, powers, and rules of procedure for meetings shall be processed in accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and specified in the Audit Committee Charter.
Chapter 5. Manager
Article 18: The Company may have managers. Their appointment, dismissal, and remuneration shall be processed in accordance with Article 29 of the Company Act.
Chapter 6. Accounting
Article 19: The Board of Directors of the Company shall formulate the following account books at the end of each accounting year:
I. Business Report.
II. Financial statements.
III. Proposals for the distribution of surplus earnings or make up of losses.
The documents shall be submitted to the annual shareholders' meeting for ratification.
Article 20: The Company shall allocate 11% to 15% of the Company's pre-tax profit of the current period before deducting the employees' remuneration and Directors' remuneration of the year as employees' remuneration and no more than 4% as Directors' remuneration. Of the total employee remuneration, an amount of no less than 1% shall be allocated for distribution to grassroots employees. However, if the Company has accumulated losses (including adjustment on non-distributed earnings), the Company shall set aside a part of the profit first to make up for the losses.
The employees' remuneration specified in the preceding paragraph may be paid in stocks or cash, and may be paid to employees of parents or
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subsidiaries of the Company who meet the requirements stipulated by the Board of Directors. The Directors' remuneration specified in the preceding paragraph shall only be distributed in cash.
The procedures in the two preceding paragraphs must be approved by the Board of Directors and reported to the shareholders' meeting.
In case there are profits after tax at the closing account of the current year, the Company shall first make up the accumulated deficit (including adjustments of undistributed earnings) and retain 10% as statutory surplus reserve in accordance with the law; However, when the statutory surplus reserve exceeds the registered capital of the Company, such restrictions shall not apply. In addition, a special reserve shall be set aside or reversed pursuant to the laws or regulations of the competent authority. The Board of Directors shall draft an earnings distribution proposal regarding the remainder of the earnings as well as accumulated undistributed earnings at the beginning of the period (including adjustments of undistributed earnings) for approval at the shareholders' meeting to distribute dividends and bonuses to shareholders.
The Company's dividend policy is as follows:
Article 20-1: The Company must consider the soundness and stability of its financial structure for the distribution of dividends. It shall also determine the ratio of the cash dividends and stock dividends distributed in the current year based on requirements for the Company's growth. The ratio of cash dividends shall not be lower than ten percent (10%) of the total dividends.
Chapter 7. Supplementary Provisions
Article 21: When the Company organizes a cash capital increase, it shall set aside 10% of the shares for prioritized subscription by employees of the Company.
Article 22: The Directors and managers of the Company and personnel they hire may not disclose or leak to third parties the Company's confidential documents or confidential technical, market, or product information they obtained due to their participation in the Company's operations.
Article 23: Any matter not covered herein shall be processed in accordance with the Company Act.
Article 24: The Articles of Incorporation were established on June 15, 1989. The Articles of Incorporation shall take effect after having been submitted to
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and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
First amendment: December 10, 1990.
Second amendment: June 13, 1992.
Third amendment: May 6, 1994.
Fourth amendment: March 6, 1995.
Fifth amendment: April 9, 1996.
Sixth amendment: April 29, 1998.
Seventh amendment: May 23, 2000.
Eighth amendment: May 25, 2001.
Ninth amendment: June 25, 2002.
Tenth amendment: June 6, 2003.
Eleventh amendment: June 15, 2004.
Twelfth amendment: June 10, 2005.
Thirteenth amendment: June 15, 2006.
Fourteenth amendment: June 13, 2008.
Fifteenth amendment: June 15, 2010.
Sixteenth amendment: June 10, 2011.
Seventeenth amendment: June 11, 2013.
Eighteenth amendment: June 3, 2015.
Nineteenth amendment: June 8, 2016.
Twentieth amendment: June 5, 2019.
Twenty-first amendment: June 3, 2021.
Twenty-second Amendment: June 23, 2022.
Twenty-third amendment: June 2, 2023.
Twenty-fourth Amendment: May 29, 2025
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Appendix 3.
Weltrend Semiconductor, Inc.
Rules for Director Elections
Article 1: Unless otherwise provided in the Company Act or the Company's Articles of Incorporation, the election of the Company's directors shall be conducted in accordance with the provisions of these Rules.
Article 2: Unless otherwise stipulated in the Articles of Incorporation, the election of the Company's directors shall adopt the cumulative voting method. Each share shall have voting rights equal to the number of directors to be elected. Such votes may be cast cumulatively for a single candidate or distributed among multiple candidates.
Article 3: The Board of Directors shall prepare ballots equal in number to the director positions to be elected, with the voting rights (number of votes) indicated on each ballot.
Article 4: Prior to the commencement of the election, the Chairperson shall appoint a certain number of scrutineers and ballot counters to carry out the relevant duties.
Article 5: For the election of directors, the ballot box shall be prepared by the Board of Directors and publicly inspected by the scrutineers prior to the commencement of voting.
Article 6: A ballot shall be deemed invalid under any of the following circumstances:
(I) The ballot was not prepared by the convener.
(II) A blank ballot was cast into the ballot box.
(III) The handwriting is unclear and illegible, or the ballot has been altered.
(IV) The name of the candidate filled in does not match any of the verified nominees on the list of director candidates.
(V) Additional text is written on the ballot aside from the allocation of voting rights.
(VI) More than one candidate is listed on the same ballot.
Article 7: The election of the Company's directors (including independent directors) shall adopt the candidate nomination system. Independent directors shall meet the requirements set forth in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". Shareholders shall elect directors based on the number of positions stipulated in the Articles of Incorporation, and from
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among the list of nominated candidates. Based on the results compiled from the electronic voting platform and physical ballots, candidates receiving a greater number of votes representing voting rights shall be elected in descending order of votes received. If two or more candidates receive an equal number of votes and the number of such candidates exceeds the number of positions available, the winning candidate(s) shall be determined by drawing lots. If any of the candidates are not present, the Chairperson shall draw lots on their behalf. Independent directors and non-independent directors shall be elected concurrently in accordance with the relevant provisions of these Rules. The results shall be calculated separately for independent and non-independent director candidates, and those receiving the highest number of votes in each category shall be elected accordingly.
Article 8: Upon completion of the voting process, the ballots shall be counted on-site, and the results shall be announced immediately by the Chairperson.
Article 9: Elected directors shall be issued a notice of election separately by the Company's Board of Directors.
Article 10: Any matters not provided for in these Rules shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and other applicable laws and regulations.
Article 11: These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
Approved on June 13, 1992
First amendment approved on May 23, 2000
Second amendment approved on June 25, 2002
Third amendment approved on June 8, 2016
Fourth amendment approved on June 23, 2022
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Appendix 4.
Shareholding of Directors
March 31, 2026
| Title | Name | Date Elected | Year | Number of shares held when elected | Number of Shares Held as Recorded in the Shareholder Register on the Book Closure Date | ||
|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | ||||
| Chairman | Sam Lin | 2025.5.29 | 3 years | 2,809,000 | 1.58% | 2,967,000 | 1.48% |
| Director | James Chou | 2025.5.29 | 3 years | 2,433,829 | 1.37% | 2,433,829 | 1.22% |
| Director | Paul Liao | 2025.5.29 | 3 years | 1,078,468 | 0.61% | 1,729,468 | 0.86% |
| Director | JC Liu | 2025.5.29 | 3 years | 1,808,013 | 1.02% | 1,818,013 | 0.91% |
| Director | Cindy Guo | 2025.5.29 | 3 years | 1,270,200 | 0.71% | 1,320,200 | 0.66% |
| Director | Tony Lin | 2025.5.29 | 3 years | 631,000 | 0.35% | 741,000 | 0.37% |
| Director | Jeff Tsai | 2025.5.29 | 3 years | 1,018,362 | 0.57% | 1,018,362 | 0.51% |
| Independent Director | Wen-Tsung Hsu | 2025.5.29 | 3 years | 0 | 0% | 0 | 0% |
| Independent Director | Wei-Kun Yeh | 2025.5.29 | 3 years | 0 | 0% | 0 | 0% |
| Independent Director | Ming-Jen Chuang | 2025.5.29 | 3 years | 15,000 | 0.01% | 18,200 | 0.01% |
I. The Company has issued a total of 200,093,175 shares and the paid-in capital is NT$2,000,931,750.
II. According to Article 26 of the Securities and Exchange Act and Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", the total shares held by the entire body of Directors shall not be less than 12,000,000 shares.
III. The Shareholder Register showed that all Directors held 12,046,072 shares as of the book closure date for the 2026 annual shareholders' meeting. (excluding shares held by Independent Directors).