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YFO — AGM Information 2026
Apr 24, 2026
52356_rns_2026-04-24_6d94ba79-84f9-4085-972d-03748ecfc11f.pdf
AGM Information
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YOUNGFAST
Stock Code: 3622
Young Fast Optoelectronics Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Handbook
(Translation)
Stock Code : 3622
Type of the shareholders’ meeting: Physical meeting
Time and Date: 2:00 p.m, Monday, May 25, 2026
Place: No. 32, Jingjian 5th Rd., Guanyin Dist., Taoyuan City
Notice to Readers: For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.
Table of content
- Meeting Procedures... 1
- Meeting Agenda... 2
(1) Matters to Report... 3
(2) Matters for Acknowledgement... 5
(3) Matters for Discussion-1... 5
(4) Matters for Election... 6
(5) Matters for Discussion-2... 6
(6) Extempore Motions... 6
(7) Meeting Adjournment... 6 - Attachment... 7
(1) 2025 Business Report... 7
(2) 2025 Audit Committee’s review report... 10
(3) Explanation of Directors' Remuneration... 11
(4) The related party transactions of 2025... 13
(5) Independent Auditors’ Report and financial statements (including Parent Company Only Financial Statements) for 2025... 14
(6) 2025 Earnings distribution Table... 30
(7) Comparison Table of Amendments to the Articles of Incorporation... 31
(8) List of Director Candidates for the 2026 Annual Shareholders’ Meeting... 33
(9) Procedures for Election of Directors... 36
(10) Details of Removal of Non-Competition Restrictions for Newly Elected Directors... 39 - Appendices (Supplementary Information)... 40
(1) Articles of Incorporation... 40
(2) Rules of Procedure for Shareholders’ Meetings... 46
(3) Information on Employees’ Compensation and Directors’ Remuneration... 60
(4) Shareholdings of Directors... 61
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Young Fast Optoelectronics Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Procedure
- Call the Meeting to Order
- Chairman’s Remarks
- Matters to Report
- Matters for Ratification
- Matters for Discussion and Election
- Extraordinary Motions
- Adjournment
Young Fast Optoelectronics Co., Ltd.
2026 Annual Shareholders’ Meeting
Meeting Agenda
Meeting Time: May 25, 2026, at 2:00 p.m.
Venue: No. 32, Jingjian 5th Rd., Guanyin Dist., Taoyuan City
Chairman: Chih-Chiang Pai, Chairman of the Board
Chairman’s Remarks
I. Matters to Report
1. To report on the Company’s 2025 business operations.
2. To present the Audit Committee’s review report for 2025.
3. To report the allocation of employees’ compensation and directors’ remuneration for 2025.
4. To report on the directors’ remuneration for 2025.
5. To report the Company’s related party transactions for 2025.
6. To report the distribution of cash dividends from earnings and capital surplus for 2025.
II. Matters for Ratification
1. Adoption of the 2025 Business Report and Financial Statements.
2. Adoption of the 2025 Earnings Distribution Proposal.
III. Matters for Discussion and Election
1. Discussion on the amendments to the Company’s Articles of Incorporation.
2. Election of Directors.
3. Proposal for Release of Non-Compete Restrictions on Newly Elected Directors.
IV. Extraordinary Motions
V. Adjournment
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I. Matters to Report:
-
Subject: To report on the Company’s 2025 business operations
Description: Please refer to Attachment 1 (pages 7-9) for the 2025 Business Report. -
Subject: To report the Audit Committee’s review report of 2025
Description: Please refer to attachment 2 (page 10) for 2025 Audit Committee’s review report. -
Subject: To report the employees’ profit share and directors’ compensation of 2025.
Description: The Company’s 2025 net income before tax, prior to deduction of employees’ and directors’ remuneration, as audited by independent auditors, amounted to NT$1,001,436,351. According to Article 24 of the Articles of Incorporation, NT$15,021,545 (1.5%) has been allocated as directors’ remuneration, NT$20,028,727 (2%) has been allocated as employees’ remuneration, of which NT$6,008,618 (30% of the total employee compensation) is distributed to junior-level staff. All amounts are to be paid in cash. -
Subject: To report on the directors’ remuneration of the Company for 2025.
Description:
(1) Directors’ remuneration is administered in accordance with the Company’s “Procedures for Management of Remuneration for Directors, Functional Committee Members, and Managers.”
(2) The Company’s standard of paying the director’s remuneration is based on the responsibilities, risks, time devoted, and other factors, with a comprehensive consideration, the relationship with the payment of the remuneration would be described clearly:
A. According to Article 24 of the Company’s Articles of Incorporation, the director’s remuneration shall not be more than 1.5% of the annual profit. Also, it shall be based on the self-evaluation performance of each director, the frequency of participating in the board of directors, the hours of receiving the training, etc., and the contribution to the Company’s performance. It shall also be referred to the Company’s entire operation performance, operation risks of the industry, and the development trends in the future, etc., and remuneration is determined accordingly.
B. The regulation of the remuneration management of the directors, functional Committee members and managers also states the principles for paying the directors’ remuneration as follows:
(A) The monthly remuneration for each Audit Committee member (Independent Director) is NT$40,000.
(B) The remuneration for the non-independent directors who participate in the daily operation of the Company: According to Article 21 of the Articles of Incorporation, the board of directors is authorized to receive the remuneration according to the directors’
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management responsibilities, the level to participate in the operation and the value of the contributions, and the usual level of the other companies in the industry.
(C) The managers of non-independent directors who participate in the daily operation of the Company: salary, position bonus, allowance, various bonuses and welfare, pension, severance pay and other salaries, are handled in accordance with the Company's salary management measures.
(D) Business conduction related expense: a transportation allowance of NT$ 10,000 shall be provided to each independent director for each meeting attended.
In accordance with the Company's "Procedures for Management of Remuneration for Directors, Functional Committee Members, and Managers" and the "Implementation Rules for the Allocation Standards of Remuneration for Directors and Employees and the Distribution Standards for Individual Directors and Managers," the allocation of director remuneration is based on the Company's operating results.
The allocation ratio is determined with reference to industry benchmarks (adjusted to the industry average if the current rate is higher, or maintained if lower) and subsequently adjusted based on external assessment (Corporate Governance Evaluation) scores. Individual allocation is determined based on two factors: director self-assessment scores (50%) and the number of board meetings attended during the year (50%).
In 2025, the Company achieved a 25.99% growth in net profit after tax, a 3% growth in operating profit, and an 8.8% growth in return on equity (ROE). After considering industry averages and Corporate Governance Evaluation results, the Remuneration Committee resolved to allocate NT$15,021,545 (representing 1.5% of pre-tax profit before deducting employee and director remuneration) as director remuneration. This proposal was subsequently approved by the Board of Directors.
(3) The remuneration received by the directors in 2025, please refer to attachment 3 (page11-12).
- Subject: To report the related party transactions of 2025
Description: According to Article 9-1 of the Company's "Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises", please refer to attachment 4 (page13).
- Subject: To report the Company's distribution of cash dividends from earnings and capitalsurplus for 2025
Description: (1) In accordance with Article 24-1 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve that all or part of the dividends and bonuses payable shall be paid in cash and report
to the shareholders' meeting.
(2) The Board of Directors, at its 13th meeting of the 8th term held on March 4, 2026, resolved to appropriate NT$242,124,160 from 2025 earnings (NT$1.6 per share) and NT$242,124,160 from capital surplus arising from share premium (NT$1.6 per share). Based on the shareholdings recorded in the shareholders' register as of the record date, the total cash dividend is NT$3.2 per share.
(3) The chairman of the board of directors shall, upon the authorization of the board of directors, set another payment base date and payment date. Cash dividends shall be calculated to the nearest New Taiwan Dollar (NTD), with fractional amounts rounded down. The difference is recorded by the Company as "other income".
II. Matters for Ratification
Proposal 1 (Proposed by the Board of Directors)
Subject: Adoption of the 2025 Business Report and Financial Statements.
Description:
- The Company's 2025 parent company only financial statements, consolidated financial statements, and Business Report were approved by the Board of Directors at its meeting held on March 4, 2026, and have been audited by CPAs Chia-Chi Chiang and Min-Ju Chao of KPMG, who issued an unqualified opinion. For details, please refer to Attachment 5 (pages 14–29) of this handbook.
- The aforementioned Business Report and financial statements have been reviewed by the Audit Committee.
- The proposal is hereby submitted for ratification.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: Adoption of the 2025 Earnings Distribution Proposal.
Description:
- The Company's 2025 earnings distribution proposal was approved by the Board of Directors at its meeting held on March 4, 2026 and reviewed by the Audit Committee.
- The Company's net profit after tax for 2025 amounted to NT$921,570,120, and the accumulated distributable earnings totaled NT$2,159,975,735. Please refer to Attachment 6 (page 30) of this handbook for details of the earnings distribution proposal.
- The proposal is hereby submitted for ratification.
Resolution:
III. Matters for Discussion and Election
1. Matters for Discussion-1
Proposal 1 (Proposed by the Board of Directors)
Subject: Amendments to certain provisions of the Company's Articles of Incorporation.
Description: In accordance with the Ministry of Economic Affairs Letter No. 11430080170 dated July 25, 2025, and in response to the Company's
operational needs, certain provisions of the Company's Articles of Incorporation are proposed to be amended. Please refer to Attachment 7 (pages 31-32) for the comparison table of amended provisions.
Resolution:
2. Election
Subject: Election of Directors.
Description:
- The term of the current directors will expire on May 30, 2026. Accordingly, a full re-election of directors will be conducted at the 2026 Annual General Meeting.
- In accordance with Articles 15 and 16 of the Company's Articles of Incorporation, eleven (11) directors (including three independent directors) shall be elected under the candidate nomination system for a term of three years.
- The term of office for the newly elected directors shall commence on May 25, 2026 and expire on May 24, 2029. The term of the incumbent directors shall end upon completion of this Annual General Meeting.
- The list of director candidates has been nominated by the Board of Directors and approved at its meeting held on March 4, 2026. Please refer to Attachment 8 (pages 33-35) for details.
- The election shall be conducted in accordance with the Company's Procedures for Election of Directors. Please refer to Attachment 9 (pages 36-38).
Election Results:
3. Matters for Discussion-2
Proposal 2 (Proposed by the Board of Directors)
Subject: Proposal for Release of Non-Compete Restrictions on Newly Elected Directors.
Description:
- Pursuant to Article 209 of the Company Act, a director engaging in activities within the scope of the Company's business for themselves or others shall explain the material details to the shareholders' meeting and obtain its approval.
- To leverage the expertise and experience of the Company's directors, it is proposed that the shareholders' meeting approve the release of non-compete restrictions on the directors elected at the 2026 Annual General Meeting. Please refer to Attachment 10 (page 39) for details.
Resolution:
IV. Extraordinary Motions
V. Adjournment
Attachment 1
Young Fast Optoelectronics Co., Ltd.
The Company's 2025 business report
- Business Strategy and It's Implementation Status
In recent years, besides pursuing vertical integration through self-produced glass surface printing, 3A (AR/AF/AG) treatments, and full-device assembly, the Optoelectronics Business Group has actively sought technological upgrades and business expansion through strategic re-investments in tech-related companies. Concurrently, the Group has advanced horizontal integration—such as LCM processing and bonding—through strategic alliances. By leveraging the geographic and cost advantages of the Vietnam plant, the Company has successfully secured OEM opportunities amid the global 'de-risking from China' (China plus one) trend and through its technical integration strengths, thereby expanding business collaborations and enhancing competitive advantages. Furthermore, these vertical and horizontal integration initiatives have fostered the development of various proprietary technologies, leading to proactive applications for domestic and international patents to protect the Company's R&D achievements.
In addition, our Electromechanical Business Group, giv ch modules and different displays, developed the production capacity for Touch Monitor and FATP and PMOLED and electronic paper module bonding, to protect our R&D achievements, actively filed for patent protection at home and abroad. We have branched out into the markets for industrial control, sports equipment, in-vehicle applications, and medium and large size advertising guide electronic paper module. The glass production line began to mass produce cover glass and surface en its major customer being the Taiwan Power Company, greatly valued product quality, safety, and ability to adapt; as so, it had established a high market entry barrier with its technologies and specifications certification, and therefore derived a stable gross profit. In 2025, the production capacity of the new factory for mechanical and electrical products operated smoothly, and was able to meet the needs of future market growth. To assist customers in solving the current shortage of manpower in the market for equipment installation and construction, meanwhile, we actively integrates equipment engineering resources, joins long-term partners in strategic alliances to provide installation and construction services, and cooperates with various downstream engineering companies to train technicians and purchase relevant equipment to provide partial installation and construction, so that customers can receive a complete installation construction services; additionally, to meet the needs of Taipower's power grid, different types of terminal equipment products have been introduced and relevant tests are conducted in cooperation with customers.
Due to the continuous gains derived by our large- and medium-size touch panels from non-consumer markets such as industrial control, in-vehicle applications, and sports equipment, and also due to stable gains from the domestic market, our electromechanical products derived handsome profits. Meanwhile, we also focused on asset revitalization to diversify our income sources, and in doing so coped with the volatile international market, thereby lowering risk and boosting steady income. Furthermore, striving to implement the sustainable operation (ESG), the solar roof at the Guanyin Plant III generated a total of 1,117,312 kWh of electricity in 2025, resulting in a reduction of approximately 530 tons CO2e.
- Implementation results of business plan
In 2025, influenced by U.S. tariff policies and 'de-risking from China'(China plus one), customers began establishing production in third-party locations. Consequently, Optoelectronics Business Group benefited from the gradual shift of orders to our Vietnam plant, which is now realizing the expected operational benefits, the business turnover is 3.89% higher than the 2024 level. In
addition, our electromechanical products were all for domestic use, we benefited from the domestic energy policy and the increase in power facilities projects of TaiPower in 2024, deriving a revenue that was 10.66% higher than the 2024 level during at nearly full capacity. Together with our investment in gold for hedging purposes, stable rental income, and returns from reinvestments, the Company's overall earnings performance has improved compared to the previous year. In 2025, the annual consolidated operating revenue stood at NTD 1,725,633 thousand, down 9.40% from last year; net income after taxes attributable to the Company at NTD 921,570 thousand, representing a growth of 27.92% compared to NT$720,443 thousand in the previous year; and earnings per share at NTD 6.09.
3. Budget implementation status
The 2025 financial forecast was not made public, so there is no question of whether the budget was achieved or not.
4. Financial income and expenses; profitability analysis
(1) Analysis of receipts and expenditures
The ratio of long-term capital to fixed assets was 1,047.48%, and the debt ratio was 9.91% in 2025, attesting to the Company's good capital structure. mainly due to that the cash inflows from operating activities are used to repay short-term borrowings. Liquidity ratio and quick ratio in 2025 were 1,066.76% and 1,000.53%, respectively, attesting to the Company's good solvency.
(2) Analysis of Profitability
The Company's annual consolidated gross profit and annual consolidated operating income in 2025 were NT$766,114 thousand and NT$483,426 thousand, respectively, an increase of 5.84% and 3%, respectively, from 2024. These were mainly due to the growth of business scale from high margin products of electromechanical and the continuous implementation of cost reduction measures. In terms of non-operating income was NT$554,875 thousand, in addition to benefiting from the surge in gold prices within our investment portfolio, the Company continues to be supported by steady inflows of rental income and dividends. In 2025, the net income after taxes stood at NT$969,991 thousand, net income after taxes that is attributable to the Company at NT$921,570 thousand, and earnings per share at NT$6.09.
| Analysis | 2024 | 2025 | |
|---|---|---|---|
| Capital Structure analysis | Debt Ratio | 9.48% | 9.91% |
| Long term funds to fix asset | 861.53% | 1,047.48% | |
| Liquidity analysis | Current ratio | 1,244.89% | 1,066.76% |
| Quick ratio | 1,171.36% | 1,000.53% | |
| Profitability analysis | Return on total assets (%) | 10.02% | 11.61% |
| Return on equity (%) | 10.37% | 12.18% | |
| Operation income to capital | 31.02% | 31.95% | |
| Net income before tax to capital | 53.36% | 68.61% | |
| Profit ratio | 48.81% | 56.21% | |
| Earnings per share (NT$) | 4.76 | 6.09 |
- R&D
(1) Optoelectronics Business Group
Touch panels are primarily applied to enhance the convenience and operational efficiency of human-machine interfaces. The Company continuously invests R&D resources to ensure stable product performance across various settings and environmental conditions. The overall development trend is moving toward ultra-thin profiles and extreme narrow-border designs.
Regarding manufacturing technology, the Company adopts a self-production strategy for touch module surface coatings and has introduced metal coating and photolithography processes into film and glass sensor production to efficiently manufacture ultra-thin touch products. For narrow-border designs, high-end laser processing technology with precision exposure and CCD alignment is utilized to effectively minimize borders while maintaining high sensitivity and stability for high-end applications.
In terms of bonding technology, the full-bonding process for cover glass and touch modules continues to advance, with applications expanding to Industrial Liquid Crystal Modules (Industrial LCM), PMOLED, and E-paper modules. Through process integration and technical optimization, we meet diverse terminal application needs.
Furthermore, to meet long-term outdoor sunlight and automotive application requirements, the Company has established production lines for anti-UV film and glass sensor processes. We have also developed multi-functional surface treatment technologies for cover glass, including anti-smudge, anti-glare, anti-reflective, and antimicrobial coatings, to enhance product added value and market competitiveness.
(2) The Electromechanical Business Group
In response to Taipower’s demand for power grid replacement and upgrades, the Company has introduced various types of terminal box equipment products. These products have undergone operational testing and verification in actual circuit environments to ensure stability and safety, gradually building comprehensive product solution capabilities.
Furthermore, through international division of labor and OEM collaboration models, the Company has successfully secured orders for metal components used in extra-high voltage (EHV) terminals and connection equipment. Our delivery quality and schedule management remain stable, earning highly positive evaluations from customers. Moving forward, the Company will continue to refine manufacturing and processing technologies for EHV electrical equipment metal parts, enhancing precision and quality consistency to strengthen our competitive advantage in the extra-high voltage electrical equipment sector.
Chairman: Chihchiang Pai
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
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Attachment 2
Young Fast Optoelectronics Co., Ltd.
Audit Committee’s Review Report
The Board of Directors prepared the Company’s 2025 business report, financial statements (stand-alone and consolidated) and earnings distribution proposal. CPA Chunxiu Guan and Boshu Huang from KPMG have audited the financial statements (stand-alone and consolidated) and have issued an audit report. The above-mentioned business report, financial statements (stand-alone and consolidated) and earnings distribution proposal have been reviewed by the Audit Committee and no discrepancies have been found and a report was prepared for your review according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
2026 Annual Shareholders’ Meeting of Young Fast Optoelectronics Co., Ltd.
Young Fast Optoelectronics Co., Ltd.
Chairman of the Audit Committee: Xiuhui Ye
March 4, 2026
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Attachment 3
The director's remuneration (including remuneration received by part-time employees) in 2025
| Title | Name | Remuneration for directors | A, B, C and D as a % of the net profits after tax | Remuneration for employees with concurrent positions in the Company and other companies(Note1) | A, B, C, D, E, F and G as a % of the net profits after tax | Remuneration from reinvested enterprises outside subsidiaries or from the parent company | |
|---|---|---|---|---|---|---|---|
| Base remuneration (A) | Severance and pension (B) | Remuneration for directors (C) | Business execution expenses (D) | Remuneration, bonus, allowance (E) | Severance and pension (F) | Remuneration for employees (G) | |
| The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements | The Company | All companies in the financial statements |
| Chairperson | Chihchiang Pai | 5,291 | 5,291 | 0 | 0 | 2,096 | 2,096 |
| Director | Soy Young Enterprise Co., Ltd. | 0 | 0 | 0 | 0 | 1,686 | 1,686 |
| Representative: Shujuan Xu | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Director | Hold-Key Electric Wire & Cable Co., Ltd. | 0 | 0 | 0 | 0 | 1,686 | 1,686 |
| Representative: Xinzheng Li | 0 | 0 | 0 | 0 | 0 | 0 | 8,709 |
| Director | Yichuan Hsu | 0 | 0 | 0 | 0 | 1,686 | 1,686 |
| Director | Fengyu Ho | 0 | 0 | 0 | 0 | 1,686 | 1,686 |
| Director | Menggui Lin | 0 | 0 | 0 | 0 | 1,686 | 1,686 |
| Independent director | Xiege Hao | 480 | 480 | 0 | 0 | 1,686 | 1,686 |
| Independent director | Xiuhui Ye | 480 | 480 | 0 | 0 | 1,686 | 1,686 |
| Independent director | Chihyung Chin (Note2) | 351 | 351 | 0 | 0 | 1,124 | 1,124 |
| 1. Please describe the policy, system, criteria and structure for the remuneration for independent directors, and the correlation to the amount of remuneration in terms of their responsibilities, risks, time spent and other factors:Handled in accordance with the provisions of the Company's Measures for the Administration of Remuneration of Directors, Functional Committee Members and Managers. Independent directors may receive a fixed remuneration of NT$40,000 per month during their terms of office as well as NT$10,000 per trip in attending the Board of Directors. Remuneration of directors is based on factors such as tenure and responsibilities, and is submitted to the Remuneration Committee and the Board of Directors for approval.2. Except as disclosed above, the remuneration for the directors of the Company for providing services to all companies in the financial statements (such as serving as a non-employee consultant, etc.) in the most recent year: None. |
Note1: It is approved by the board of directors on March 4th, 2026 to distribute NT$15,022 thousand dollars for the directors' remuneration and NT$20,029 thousand dollars for the employees' remuneration both are estimated based on the proportion of the actual distribution amount for 2024 in 2025.
Note2: By-election on May 23, 2025
| Remuneration ranges for the directors of the Company | Director's name | |||
|---|---|---|---|---|
| Total amount of the first four remunerations (A+B+C+D) | Total amount of the first seven remunerations (A+B+C+D+E+F+G) | |||
| The Company | All companies in the financial statements(I) | The Company | All companies in the financial statements (J) | |
| Less than NT$1,000,000 | N/A | N/A | N/A | N/A |
| NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive) | Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Chihyung Chin | Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Chihyung Chin | Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Chihyung Chin | Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Chihyung Chin |
| NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive) | Xiuhui Ye,Xiege Ha | Xiuhui Ye,Xiege Ha | Xiuhui Ye,Xiege Ha | Xiuhui Ye,Xiege Ha |
| NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive) | N/A | N/A | N/A | N/A |
| NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive) | Chihchiang Pai | Chihchiang Pai | Chihchiang Pai, Yichuan Hsu, Menggui Lin, Fengyu Ho, | Chihchiang Pai, Yichuan Hsu, Menggui Lin, Fengyu Ho, |
| NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive) | N/A | N/A | N/A | N/A |
| NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive) | N/A | N/A | N/A | N/A |
| NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive) | N/A | N/A | N/A | N/A |
| NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive) | N/A | N/A | N/A | N/A |
| More than NT$100,000,000 | N/A | N/A | N/A | N/A |
| Total | Chihchiang Pai, Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Xiege Hao, Xiuhui Ye, Chihyung Chin | Chihchiang Pai, Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Xiege Hao, Xiuhui Ye, Chihyung Chin | Chihchiang Pai, Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Xiege Hao, Xiuhui Ye, Chihyung Chin | Chihchiang Pai, Soy Young Enterprise Co., Ltd., Hold-Key Electric Wire & Cable Co., Ltd., Yichuan Hsu, Fengyu Ho, Menggui Lin, Xiege Hao, Xiuhui Ye, Chihyung Chin |
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Attachment 4
The related party transactions of 2025
| | 2025(Actually) | 2025
(Approved by Board of Directors |
| --- | --- | --- |
| Trade Amount | NT$273 million | NT$350 million |
| Term | Processed according to the terms and conditions of the transaction approved by the board of directors. | Before delivery, a 60-day check for 75% of the purchase price, a 120-day check for 15% of the purchase price and a 150-day check for 10% of the purchase price are required; the aforementioned payment must wait for Taipower to allocate funds before check collected, however, the maximum time of cash a check cannot exceed 270 days. |
| Price | The transaction price was calculated in accordance with the principles approved by the Board of Directors. | The price shall be calculated according to the market price. If it is to cooperate with the tender, the price will be calculated taking into account the winning price range. |
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Attachment 5
Accountants' Audit Report
To the Board of Directors of Young Fast Optoelectronics Co., Ltd.:
Audit Opinion
We have completed our review of Young Fast Optoelectronics Co. and Subsidiaries (Young Fast Group) Consolidated Balance Sheet for December 31, 2025 and 2024; and Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) for January 1 – December 31, 2025 and 2024.
In our opinion, the aforementioned consolidated financial statements in all major respects are in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretation, or SIC Interpretation endorsed by the Financial Supervisory Commission. They are sufficient to adequately express the consolidated financial status of Young Fast Group as of December 31, 2025 and 2024 its consolidated financial performance and consolidated cash flow from January 1 through December 31, 2025 and 2024.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing 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 Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Young Fast Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters refer to the most important matters for the audit of Young Fast Group's 2025 consolidated financial statements based on our professional judgment. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, revenue recognition constitutes a key audit matter to be communicated in the audit report.
For details of accounting policies regarding revenue recognition, please refer to Note 4 (16) of the consolidated financial statements on Recognition of Revenue; for details of revenue related disclosures, please refer to Note 6 (20) the consolidated financial statements.
Explanation of Key Audit Matters:
Young Fast Group sales revenue is a key indicator used by investors and management to assess its financial or business performance. As a listed company, Young Fast Group receives significant attention from the investing public, making the accuracy of revenue recognition timing extremely important. Therefore, this accountant has designated revenue recognition for the period surrounding the balance sheet date as a significant matter in the audit of the financial statements for this year.
Corresponding Audit Procedures:
Our main audit procedures regarding the above key audit matters include:
- Testing the effectiveness of internal control design and implementation related to revenue recognition.
- Conducting trend analysis for the top ten customers in terms of sales, including a comparison of the customer list and sales revenue amounts between the current period and the most recent period and the same period of last year to assess whether there are any significant abnormalities. If there are major changes, the causes are identified and analyzed.
- Sampling and checking sales transactions to evaluate the authenticity of sales transactions, the correctness of the recognized amounts of sales revenue, and the reasonableness of the time of accounting.
- Testing a sample of sales transactions in the period before and after the end of the year to assess whether the timing of revenue recognition is appropriate.
Other Matters
Young Fast Optoelectronics Co., Ltd. has prepared parent company only financial statements for 2025 and 2024, and the audit reports with unqualified opinions that we have issued are on file for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretation, or SIC Interpretation endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated statements that are free from material misstatement, whether due to fraud or error.
- 15 -
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of Young Fast Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Young Fast Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the financial reporting process of Young Fast Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following tasks:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Young Fast Group.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of Young Fast Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause Young Fast Group to cease to continue as a going concern.
-
16 -
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence for the parent company only financial information within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Group. We remain solely responsible for our audit opinion regarding the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the governance unit, we have determined key audit matters of Young Fast Group's 2025 consolidated financial statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
KPMG Taiwan
CERTIFIED PUBLIC ACCOUNTANTS
March 4, 2026
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated balance sheet
December 31, 2025 and 2024
Unit: NTD Thousand
| Assets | 2025.12.31 | 2024.12.31 | 2025.12.31 | 2024.12.31 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Liabilities and Equity | Amount | % | Amount | % | ||
| 11xx | Current Assets: | 21xx | Current liabilities: | |||||||
| 1100 | Cash and cash equivalents (Notes 6 (1)) | $ 602,275 | 7 | $ 786,149 | 10 | 2130 | Current contract liabilities (Note 6 (20)) | 11,144 | - | 2,120 |
| 1110 | Current financial assets at fair value through profit or loss (Note 6 (2)) | 689,475 | 8 | 273,000 | 3 | 2170 | Accounts payable | 150,576 | 2 | 116,933 |
| 1120 | Current financial assets at fair value through other comprehensive income (Note 6 (3)) | 4,227,674 | 48 | 3,848,300 | 48 | 2180 | Accounts payable, related parties (Note 7) | - | - | 74 |
| 1136 | Financial assets measured at amortized cost - current (Notes 6 (4)) | 104,274 | 1 | 133,011 | 2 | 2200 | Other payables (Note 6 (21) and 7) | 347,234 | 4 | 251,258 |
| 1150 | Notes receivable, net (Note 6 (5) and (20)) | 273,238 | 3 | 146,388 | 2 | 2230 | Current tax liabilities | 32,649 | - | 25,200 |
| 1160 | Notes receivable, related parties (Note 6 (5),(20) and (Note 7) | 64,611 | 1 | 34,821 | - | 2250 | Current provisions (Note 6 (15)) | 39,825 | 1 | 33,751 |
| 1170 | Accounts receivable, net (Note 6 (5) and (20)) | 69,072 | 1 | 43,035 | 1 | 2281 | Lease liabilities (Notes 6 (14)) | 163 | - | 157 |
| 1180 | Accounts receivable due from related parties (Note 6 (5), (20) and 7) | 4,732 | - | 2,124 | - | 2282 | Lease liabilities - Related parties (Notes 6 (14) and 7) | 18,305 | - | 18,160 |
| 1200 | Other receivables (Note 6 (6) and (7)) | 7,285 | - | 15,280 | - | 2399 | Other current liabilities | 4,050 | - | 3,284 |
| 130X | Inventory (Notes 6 (7), 7 and 9) | 341,634 | 4 | 303,489 | 4 | Total current liabilities | 603,946 | 7 | 450,937 | |
| 1470 | Other current assets | 58,368 | 1 | 28,054 | - | Non-current liabilities: | ||||
| Total current assets | 6,442,638 | 74 | 5,613,651 | 70 | Non-current liabilities: | |||||
| 15xx | Non-current assets: | 2540 | Long-term borrowings (Notes 6 (9),(13) and 8) | 35,000 | 1 | 35,000 | ||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Note 6 (3)) | 574,659 | 6 | 532,531 | 7 | 2551 | Provision for employee benefit liabilities, non-current (Note 6 (16)) | 4,347 | - | 4,409 |
| 1550 | Investments accounted for using equity method, net (Note 6 (8)) | 418,506 | 5 | 389,980 | 5 | 2552 | Provision for long-term liabilities for warranties (Note 6 (15)) | 102,735 | 1 | 131,941 |
| 1600 | Property, plant and equipment (Notes 6 (9),(11),(13),7,8 and 9) | 777,180 | 9 | 877,445 | 11 | 2556 | Provision for long-term liabilities for decommissioning, rehabilitation, and restoration costs (Note 6 (15)) | 5,164 | - | 5,164 |
| 1755 | Right of use assets (Notes 6 (10),(11), (14) and 7) | 78,749 | 1 | 101,416 | 1 | 2570 | Deferred tax liabilities (Note 6 (17)) | 176 | - | 266 |
| 1760 | Investment real estate, net (Note 6 (9) and(11)) | 280,629 | 3 | 281,963 | 4 | 2581 | Lease liabilities (Notes 6 (14)) | 20,887 | - | 21,958 |
| 1780 | Intangible assets (Note 6 (12)) | 4,086 | - | 4,551 | - | 2582 | Lease liabilities - Related parties (Notes 6 (14) and 7) | 4,714 | - | 16,838 |
| 1840 | Deferred tax assets (Note 6 (17)) | 82,459 | 1 | 106,520 | 1 | 2670 | Other non current liabilities (Note 7) | 89,648 | 1 | 92,837 |
| 1915 | Prepaid equipment (Note 6 (9) and (12)) | 652 | - | 1,378 | - | Total non-current liabilities | 262,671 | 3 | 308,413 | |
| 1990 | Other non-current assets (Note 6 (5),(6) and (20)) | 85,160 | 1 | 100,958 | 1 | Total liabilities | 866,617 | 10 | 759,350 | |
| Total non-current assets | 2,302,080 | 26 | 2,396,742 | 30 | 31xx Owners' equity attributable to the parent company (Notes VI (8), (16),(17) and (18)): | |||||
| 3110 | Share capital from common stock | 1,513,276 | 17 | 1,513,276 | ||||||
| 3200 | Capital reserve | 1,623,206 | 19 | 1,850,197 | ||||||
| Retained earnings: | ||||||||||
| 3310 | Legal reserve | 242,051 | 3 | 169,865 | ||||||
| 3350 | Undistributed surplus earnings | 2,252,156 | 25 | 1,629,532 | ||||||
| Total retained earnings | 2,494,207 | 28 | 1,799,397 | |||||||
| 3400 | Other equity interest | 2,166,970 | 25 | 2,004,089 | ||||||
| Subtotal of equity attributable to owners of parent company | 7,797,659 | 89 | 7,166,959 | |||||||
| 36xx | Non-controlling interests | 80,442 | 1 | 84,084 | ||||||
| 3xxx | Total Equity | 7,878,101 | 90 | 7,251,043 | ||||||
| 1xxx | Total assets | $ 8,744,718 | 100 | 8,010,393 | 100 | 2-3xxx | Total liabilities and equity | $ 8,744,718 | 100 | 8,010,393 |
Chairman: Chihchiang Pai
(Please refer to the attached notes to the consolidated financial statements)
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
| Unit: NTD Thousand | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | Amount | % | ||
| 4000 | Operating revenue (Note 6 (20) and 7) | $ 1,725,633 | 100$ | 1,577,292 | 100 |
| 5000 | Operating costs (Notes 6 (7),(9), (10), (12), (14), (15), (16), 7 and 12) | 959,519 | 56 | 853,467 | 54 |
| 5900 | Gross profit | 766,114 | 44 | 723,825 | 46 |
| 6000 | Operating expenses (Notes 6 (5), (6), (9), (10), (12), (14), (16), (21), 7 and 12): | ||||
| 6100 | Marketing expenses | 67,289 | 4 | 47,040 | 3 |
| 6200 | Management expenses | 192,384 | 11 | 166,258 | 10 |
| 6300 | Research and development expenses | 44,603 | 3 | 41,304 | 3 |
| 6450 | Expected credit loss | (21,588) | (1) | (125) | - |
| Total operating expenses | 262,688 | 17 | 254,477 | 16 | |
| 6900 | Net operating profit (loss) | 483,426 | 27 | 469,348 | 30 |
| 7000 | Non-operating revenue and expenses (Notes 6 (2), (8), (9), (10),(11), (14), (22), 7 and 12): | ||||
| 7100 | Interest income | 9,939 | 1 | 9,693 | - |
| 7010 | Other income | 254,131 | 15 | 225,250 | 14 |
| 7020 | Other gains and losses | 209,483 | 12 | 26,884 | 2 |
| 7050 | Finance costs, net | (2,934) | - | (3,119) | - |
| 7060 | Share of profit of associates accounted for using equity method | 84,256 | 5 | 79,414 | 5 |
| Total non-operating revenue and expenses | 554,875 | 33 | 338,122 | 21 | |
| 7900 | Net profit from continuing operations before tax | 1,038,301 | 60 | 807,470 | 51 |
| 7950 | Less: Income tax expense (Note 6 (17)) | 68,310 | 4 | 37,562 | 2 |
| 8200 | Net profit for the period | 969,991 | 56 | 769,908 | 49 |
| 8300 | Other comprehensive income (Note 6 (8), (16), (17) and (18)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plan | 128 | - | 1,609 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | 196,051 | 11 | 134,375 | 9 |
| 8320 | Share of other comprehensive profits and losses of affiliated companies recognized using the equity method | 129 | - | 131 | - |
| 8349 | Income tax related to components of other comprehensive | 26 | - | 322 | - |
| Total items that will not be reclassified to profit or loss | 196,282 | 11 | 135,793 | 9 | |
| 8360 | Items that may subsequently be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (34,397) | (1) | 53,520 | 3 |
| 8370 | Share of other comprehensive profits and losses of affiliated companies recognized using the equity method | 1,227 | - | 6,098 | - |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Total items that may subsequently be reclassified to profit or loss | (33,170) | (1) | 59,618 | 3 | |
| 8300 | Other comprehensive income for the current period | 163,112 | 10 | 195,411 | 12 |
| 8500 | Total comprehensive income for the current period | $ 1,133,103 | 66 | 965,319 | 61 |
| Profit attributable to: | |||||
| 8610 | Owners of parent | $ 921,570 | 53 | 720,443 | 46 |
| 8620 | Non-controlling interests | 48,421 | 3 | 49,465 | 3 |
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 1,084,682 | 63 | 915,854 | 58 |
| 8720 | Non-controlling interests | 48,421 | 3 | 49,465 | 3 |
| $ 1,133,103 | 66 | 965,319 | 61 | ||
| EPS(Unit: New Taiwan Dollars) (Note 6 (19)) | |||||
| 9750 | Basic EPS | $ | 6.09 | 4.76 | |
| 9850 | Diluted EPS | $ | 6.08 | 4.75 |
(Please refer to the attached notes to the consolidated financial statements)
Chairman: Chihchiang Pai
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| Equity attributable to owners of parent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Total other equity interest | Non-controlling interests | |||||||||
| Share capital from common stock | Capital reserve | Legal reserve | Undistributed surplus earnings | Total | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Total equity attributable to owners of parent | Total equity | ||
| Balance at January 1, 2024 | $ 1,513,276 | 1,925,860 | 113,160 | 1,191,368 | 1,304,528 | 10,401 | 1,799,695 | 1,810,096 | 6,553,760 | 83,706 | 6,637,466 |
| Earnings allocation and distribution: | |||||||||||
| Provision for legal reserve | - | - | 56,705 | (56,705) | - | - | - | - | - | - | - |
| Common stock cash dividend | - | - | - | (226,992) | (226,992) | - | - | - | (226,992) | - | (226,992) |
| Changes in other capital reserve: | |||||||||||
| Changes in equity of investment in associates and joint ventures accounted for using equity method | - | (75,663) | - | - | - | - | - | - | (75,663) | - | (75,663) |
| Cash dividends from capital reserve | - | - | - | 720,443 | 720,443 | - | - | - | 720,443 | 49,465 | 769,908 |
| Net profit for the period | - | - | - | 1,418 | 1,418 | 59,618 | 134,375 | 193,993 | 195,411 | - | 195,411 |
| Total comprehensive income for the period | - | - | - | 721,861 | 721,861 | 59,618 | 134,375 | 193,993 | 915,854 | 49,465 | 965,319 |
| Reduction in non-controlling interests | - | - | - | - | - | - | - | - | - | (49,087) | (49,087) |
| Balance at December 31, 2024 | 1,513,276 | 1,850,197 | 169,865 | 1,629,532 | 1,799,397 | 70,019 | 1,934,070 | 2,004,089 | 7,166,959 | 84,084 | 7,251,043 |
| Earnings allocation and distribution: | |||||||||||
| Provision for legal reserve | - | - | 72,186 | (72,186) | - | - | - | - | - | - | - |
| Common stock cash dividend | - | - | - | (226,991) | (226,991) | - | - | - | (226,991) | - | (226,991) |
| Changes in other capital reserve: | |||||||||||
| Cash dividends from capital reserve | - | (226,991) | - | - | - | - | - | - | (226,991) | - | (226,991) |
| Net profit for the period | - | - | - | 921,570 | 921,570 | - | - | - | 921,570 | 48,421 | 969,991 |
| Other comprehensive income, net of tax, for the period | - | - | - | 231 | 231 | (33,170) | 196,051 | 162,881 | 163,112 | - | 163,112 |
| Total comprehensive income for the period | - | - | - | 921,801 | 921,801 | (33,170) | 196,051 | 162,881 | 1,084,682 | 48,421 | 1,133,103 |
| Reduction in non-controlling interests | - | - | - | - | - | - | - | - | - | (52,063) | (52,063) |
| Balance at December 31, 2025 | $ 1,513,276 | 1,623,206 | 242,051 | 2,252,156 | 2,494,207 | 36,849 | 2,130,121 | 2,166,970 | 7,797,659 | 80,442 | 7,878,101 |
Chairman: Chihchiang Pai
(Please refer to the attached notes to the consolidated financial statements)
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Young Fast Optoelectronics Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| 2025 | 2024 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Net profit before tax for the current period | $ 1,038,301 | $ 807,470 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 127,364 | 130,510 |
| Amortization expense | 1,789 | 1,792 |
| Expected credit loss | (21,588) | (125) |
| Loss (gain) on financial assets at fair value through profit or loss | (226,417) | (45,768) |
| Interest expense | 2,934 | 3,119 |
| Interest income | (9,939) | (9,693) |
| Dividend income | (147,897) | (129,430) |
| Share of profit of associates accounted for using equity method | (84,256) | (79,414) |
| Proceeds from disposal of property, plant and equipment | (5) | 534 |
| Losses on disposals of investment property | - | 319 |
| Lease Modification Benefits | (175) | - |
| Total income and expense items | (358,190) | (128,156) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets, net: | ||
| Current Financial Assets at Fair Value through Profit or Loss | (190,058) | (99,608) |
| Notes Receivable (including Non-current and Related Parties) | (120,156) | 63,523 |
| Accounts receivable (including related parties) | (28,195) | 145,656 |
| Other receivables | 7,995 | (6,591) |
| Inventory | (38,145) | (60,107) |
| Other current assets | (30,314) | (15,647) |
| Total changes in operating assets, net | (398,873) | 27,226 |
| Changes in operating liabilities, net: | ||
| Contract liabilities | 9,024 | (2,772) |
| Accounts payable (including related parties) | 33,569 | (12,069) |
| Other payables | 40,980 | 14,254 |
| Provisions | (23,132) | (21,035) |
| Other current liabilities | 766 | (5,085) |
| Non-current net defined benefit liability | 66 | 74 |
| Decrease in other operating liabilities | 61,273 | (26,633) |
| Net changes in operating assets and liabilities | (337,600) | 593 |
| Total adjustments | (695,790) | (127,563) |
| Cash inflow generated from operations | 342,511 | 679,907 |
| Interest received | 9,939 | 9,693 |
| Interest paid | (2,934) | (3,119) |
| Payment of income tax | (36,916) | (48,547) |
| Net cash inflow from operating activities | 312,600 | 637,934 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (168,593) | (47,758) |
| Acquired financial assets measured at amortized cost | (104,274) | (133,011) |
| Disposal of financial assets at amortised cost | 133,011 | - |
| Acquisition of investments accounted for using the equity method | (7,556) | - |
| Acquisition of property, plant and equipment | (22,085) | (68,926) |
| Disposal of property, plant and equipment | 5 | 1,991 |
| Increase in refundable deposits | (428) | 220 |
| Acquisition of Intangible assets | (452) | (610) |
| Acquisition of Investment real estate | (3,279) | - |
| Other non-current assets | (3,013) | 4,082 |
| Decrease (increase) in prepaid equipment | (647) | (1,378) |
| Dividends received | 212,539 | 173,871 |
| Net cash flows (used in) from investing activities | 35,228 | (71,519) |
| Cash flows from (used in) financing activities: | ||
| Increase in long-term borrowings | - | 35,000 |
| Increase (decrease) in deposits received | (484) | 5,918 |
| Payment of lease liabilities | (18,246) | (18,013) |
| Payment of cash dividends | (453,982) | (302,655) |
| Change in non-controlling interests | (52,063) | (49,087) |
| Net cash flows used in financing activities | (524,775) | (328,837) |
| Effect of exchange rate changes on cash and cash equivalents | (6,927) | 13,411 |
| Net decrease in cash and cash equivalents for the period | (183,874) | 250,989 |
| Cash and cash equivalents at beginning of period | 786,149 | 535,160 |
| Cash and cash equivalents at end of period | $ 602,275 | 786,149 |
(Please refer to the attached notes to the consolidated financial statements)
Chairman: Chihchiang Pai
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
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Auditing Report of the Certified Accountants
To the Board of Directors of Young Fast Optoelectronics Co., Ltd.:
Audit Opinion
We have completed our review of Young Fast Optoelectronics Co. Balance Sheet for December 31, 2025 and 2024; and Statements of Comprehensive Income, Statements of Changes in Equity, Statements of Cash Flows, and Notes to the Parent Company Only Financial Statements (including a summary of significant accounting policies) for January 1 through December 31, 2025 and 2024.
In our opinion, the aforementioned parent company only financial statements in all material respects are in compliance with Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are sufficient to adequately express the financial status of Young Fast Optoelectronics Co. as of December 31, 2025 and 2024 its financial performance and cash flows from January 1 through December 31, 2025 and 2024.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing 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 Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Young Fast Optoelectronics Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2025 parent company only financial statements of Young Fast Optoelectronics Co., Ltd. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, revenue recognition constitutes a key audit matter to be communicated in the audit report.
For details of accounting policies regarding revenue recognition, please refer to Note 4 (16) of the parent company only financial statements on Recognition of Revenue; for details of revenue related disclosures, please refer to Note 6 (20) the parent company only financial statements.
Explanation of Key Audit Matters:
Yanghua Optoelectronics Co., Ltd.'s sales revenue is a key indicator for investors and management to assess its financial or business performance. As a listed company, Yanghua Optoelectronics Co., Ltd. receives significant attention from the investing public, making the accuracy of its revenue recognition timing extremely important. Therefore, this accountant has designated the revenue recognition for the period surrounding the balance sheet date as a significant audit matter for the current year's financial statements.
Corresponding Audit Procedures:
Our main audit procedures regarding the above key audit matters include:
- Testing the effectiveness of internal control design and implementation related to revenue recognition.
- Conducting trend analysis for the top ten customers in terms of sales, including a comparison of the customer list and sales revenue amounts between the current period and the most recent period and the same period of last year to assess whether there are any significant abnormalities. If there are major changes, the causes are identified and analyzed.
- Sampling and checking sales transactions to evaluate the authenticity of sales transactions, the correctness of the recognized amounts of sales revenue, and the reasonableness of the time of accounting.
- Testing a sample of sales transactions in the period before and after the end of the year to assess whether the timing of revenue recognition is appropriate.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of Young Fast Optoelectronics Co., Ltd., disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Young Fast Optoelectronics Co., Ltd. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the financial reporting process of Young Fast Optoelectronics Co., Ltd.
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Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following tasks:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Young Fast Optoelectronics Co., Ltd.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of Young Fast Optoelectronics Co., Ltd. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause Young Fast Optoelectronics Co., Ltd. to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion regarding Young Fast Optoelectronics Co., Ltd.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 parent company only financial statements of Young Fast Optoelectronics Co., Ltd. and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication
KPMG Taiwan
CERTIFIED PUBLIC ACCOUNTANTS
Republic of China
March 4, 2026
Young Fast Optoelectronics Co., Ltd.
Balance sheet
December 31, 2025 and 2024
Unit: NTD Thousand
| Assets | 2025.12.31 | 2024.12.31 | Liabilities and Equity | 2025.12.31 | 2024.12.31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | % | ||||
| 11xx | Current Assets: | 21xx | Current liabilities: | |||||||||
| 1100 | Cash and cash equivalents (Notes 6 (1)) | $ 380,714 | 4 | 606,787 | 8 | 2130 | Current contract liabilities (Note 6 (20)) | 11,144 | - | 2,120 | - | |
| 1110 | Current financial assets at fair value through profit or loss (Note 6 (2)) | 689,475 | 8 | 273,000 | 3 | 2170 | Accounts payable | 124,167 | 2 | 98,840 | 1 | |
| 1120 | Current financial assets at fair value through other comprehensive income (Note 6 (3)) | 4,227,674 | 49 | 3,848,300 | 49 | 2180 | Accounts payable, related parties (Note 7) | 175,790 | 2 | 177,745 | 2 | |
| 1136 | Current financial assets at amortised cost (Note 6 (4)) | - | - | 59,013 | 1 | 2200 | Other payables (Note 6 (21) and 7) | 315,162 | 4 | 218,383 | 3 | |
| 1150 | Notes receivable, net (Note 6 (5) and (20)) | 273,238 | 3 | 146,388 | 2 | 2230 | Current tax liabilities | 20,433 | - | 12,050 | - | |
| 1160 | Notes receivable, related parties (Note 6 (5), (20) and 7) | 64,611 | 1 | 34,821 | - | 2250 | Current provisions (Note 6 (15)) | 26,996 | - | 22,918 | 1 | |
| 1170 | Accounts receivable, net (Note 6 (5) and (20)) | 58,902 | 1 | 42,399 | 1 | 2282 | Lease liabilities – Related parties (Notes 6 (14) and 7) | 15,252 | - | 15,055 | - | |
| 1180 | Accounts receivable due from related parties (Notes 6 (5), (20) and 7) | 5,808 | - | 3,167 | - | 2399 | Other current liabilities | 493 | - | 580 | - | |
| 1200 | Other receivables (Note 6 (5) and(6)) | 5,729 | - | 9,097 | - | 25xx | Total current liabilities | 689,437 | 8 | 547,691 | 7 | |
| 1210 | Other receivables due from related parties, net (Note 6 (6) and 7) | 1 | - | 90 | - | 25xx | Non-current liabilities: | |||||
| 130X | Inventory (Notes 6 (7), 7 and 9) | 277,322 | 3 | 244,188 | 3 | 2540 | Long-term borrowings (Notes 6 (9), (13) and 8) | 35,000 | - | 35,000 | 1 | |
| 1470 | Other current assets | 54,123 | 1 | 25,310 | - | 2551 | Provision for employee benefit liabilities, non-current (Note 6 (16)) | 4,347 | - | 4,409 | - | |
| Total current assets | 6,037,597 | 70 | 5,292,560 | 67 | 2552 | Provision for long-term liabilities for warranties (Note 6 (15)) | 62,893 | 1 | 84,917 | 1 | ||
| 15xx | Non-current assets: | 2556 | Provision for long-term liabilities for decommissioning, rehabilitation, and restoration costs (Note 6 (15)) | 4,102 | - | 4,102 | - | |||||
| 1517 | Non-current financial assets at fair value through other comprehensive income (Note 6 (3)) | 574,659 | 7 | 532,531 | 7 | 2570 | Deferred tax liabilities (Note 6 (17)) | 176 | - | 126 | - | |
| 1550 | Investments accounted for using equity method, net (Note 6 (8)) | 1,423,864 | 16 | 1,401,629 | 18 | 2582 | Lease liabilities – Related parties (Notes 6 (14) and 7) | - | - | 15,252- | ||
| 1600 | Property, plant and equipment (Notes 6 (9), (13), 8 and 9) | 435,811 | 5 | 461,091 | 6 | 2670 | Other non-current liabilities | 64,013 | 1 | 66,577 | 1 | |
| 1755 | Right of use assets (Notes 6 (10), (14) and 7) | 14,890 | - | 29,779 | - | 2670 | Total non-current liabilities | 170,531 | 2 | 210,383 | 3 | |
| 1760 | Investment real estate, net (Note 6 (11)) | 75,648 | 1 | 75,827 | 1 | 2670 | Total liabilities | 859,968 | 10 | 758,074 | 10 | |
| 1780 | Intangible assets (Note 6 (12)) | 4,086 | - | 4,551 | - | 31xx | Equity (Note 6 (8), (16), (17), and (18)): | |||||
| 1840 | Deferred tax assets (Note 6 (17)) | 71,434 | 1 | 94,735 | 1 | 3110 | Share capital from common stock | 1,513,276 | 17 | 1,513,276 | 19 | |
| 1915 | Prepaid equipment(Note 6 (9) and (12)) | - | - | 294 | - | 3200 | Capital reserve | 1,623,206 | 19 | 1,850,197 | 23 | |
| 1990 | Other non-current assets (Note 6 (5),(6) and (20)) | 19,638 | - | 32,036 | - | Retained earnings: | ||||||
| Total non-current assets | 2,620,030 | 30 | 2,632,473 | 33 | 3310 | Legal reserve | 242,051 | 3 | 169,865 | 2 | ||
| 3350 | Undistributed surplus earnings | 2,252,156 | 26 | 1,629,532 | 21 | |||||||
| Total retained earnings | 2,494,207 | 29 | 1,799,397 | 23 | ||||||||
| 3400 | Other equity interest | 2,166,970 | 25 | 2,004,089 | 25 | |||||||
| 3xxx | Total Equity | 7,797,659 | 90 | 7,166,959 | 90 | |||||||
| 1xxx | Total assets | $ 8,657,627 | 100 | 7,925,033 | 100 | 2-3xxx | Total liabilities and equity | $ 8,657,627 | 100 | 7,925,033 | 100 |
Chairman: Chihchiang Pai
(For details, please refer to the attached notes to the parent company only financial statements)
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Young Fast Optoelectronics Co., Ltd.
Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 6 (20) and 7) | $ 1,701,817 | 100 | 1,583,142 | 100 |
| 5000 | Operating costs (Notes 6 (7),(9), (10), (12), (14), (15), (16), 7, and 12) | 1,058,474 | 62 | 966,847 | 61 |
| 5900 | Operating margin | 643,343 | 38 | 616,295 | 39 |
| 6000 | Operating expenses (Notes 6 (5), (6), (9), (10), (12), (14), (16), (21), 7 and 12): | ||||
| 6100 | Marketing expenses | 60,541 | 3 | 43,148 | 3 |
| 6200 | Management expenses | 159,176 | 9 | 133,828 | 8 |
| 6300 | Research and development expenses | 44,653 | 3 | 41,316 | 3 |
| 6450 | Expected credit loss | (21,588) | (1) | (125) | - |
| Total operating expenses | 242,782 | 14 | 218,167 | 14 | |
| 6900 | Net operating profit | 400,561 | 24 | 398,128 | 25 |
| 7000 | Non-operating revenue and expenses (Notes 6 (2), (8), (9), (11), (14), (22), 7 and 12): | ||||
| 7100 | Interest income | 6,346 | - | 7,061 | - |
| 7010 | Other income | 158,303 | 9 | 145,707 | 9 |
| 7020 | Other gains and losses | 235,650 | 14 | 43,170 | 3 |
| 7050 | Finance costs | (1,016) | - | (1,105) | - |
| 7060 | Share of profit or loss of subsidiaries and affiliates accounted for using the equity method | 166,542 | 10 | 134,729 | 9 |
| Total non-operating revenue and expenses | 565,825 | 33 | 329,562 | 21 | |
| 7900 | Net profit from continuing operations before tax | 966,386 | 57 | 727,690 | 46 |
| 7950 | Less: Income tax expense (benefit) (Note 6 (17)) | 44,816 | 3 | 7,247 | - |
| 8200 | Net profit for the period | 921,570 | 54 | 720,443 | 46 |
| 8300 | Other comprehensive income (Note 6 (8), (16), (17), and (18)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plan | 128 | - | 1,609 | - |
| 8316 | Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income | 196,051 | 12 | 134,375 | 9 |
| 8320 | Share of other comprehensive profits and losses of subsidiaries, affiliates, and joint ventures recognized using the equity method | 129 | - | 131 | - |
| 8349 | Less: Income tax related to items that will not be reclassified | 26 | - | 322 | - |
| Total items that will not be reclassified to profit or loss | 196,282 | 12 | 135,793 | 9 | |
| 8360 | Items that may subsequently be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (34,397) | (2) | 53,520 | 3 |
| 8380 | Share of other comprehensive profits and losses of subsidiaries, affiliates, and joint ventures recognized using the equity method | 1,227 | - | 6,098 | - |
| 8399 | Less: Income tax related to items that may be reclassified | - | - | - | - |
| Total items that may subsequently be reclassified to profit or loss | (33,170) | (2) | 59,618 | 3 | |
| 8300 | Other comprehensive income, net of tax, for the period | 163,112 | 10 | 195,411 | 12 |
| 8500 | Total comprehensive income for the period | $ 1,084,682 | 64 | 915,854 | 58 |
| 9710 | Earnings per share (Unit: NTD) (Note 6 (19)) | ||||
| 9750 | Basic earnings per share | $ | 6.09 | 4.76 | |
| 9850 | Diluted earnings per share | $ | 6.08 | 4.75 |
(For details, please refer to the attached notes to the parent company only financial statements)
Chairman: Chihchiang Pai
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Young Fast Optoelectronics Co., Ltd.
Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NTD Thousand
Balance at January 1, 2024
Earnings allocation and distribution:
Provision for legal reserve
Common stock cash dividend
Changes in other capital reserve:
Changes in equity of investment in associates and joint ventures accounted for using equity method
Cash dividends from capital reserve
Net profit for the period
Other comprehensive income, net of tax, for the period
Total comprehensive income for the period
Balance at December 31, 2024
Earnings allocation and distribution:
Provision for legal reserve
Common stock cash dividend
Changes in other capital reserve:
Cash dividends from capital reserve
Net profit for the period
Other comprehensive income, net of tax, for the period
Total comprehensive income for the period
Balance at December 31, 2025
| Share capital from common stock | Capital reserve | Legal reserve | Undistributed surplus earnings | Total | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Total equity |
|---|---|---|---|---|---|---|---|---|
| $ 1,513,276 | 1,925,860 | 113,160 | 1,191,368 | 1,304,528 | 10,401 | 1,799,695 | 1,810,096 | 6,553,760 |
| - | - | 56,705 | (56,705) | - | - | - | - | - |
| - | - | - | (226,992) | (226,992) | - | - | - | (226,992) |
| - | - | - | - | - | - | - | - | - |
| - | (75,663) | - | - | - | - | - | - | (75,663) |
| - | - | - | 720,443 | 720,443 | - | - | - | 720,443 |
| - | - | - | 1,418 | 1,418 | 59,618 | 134,375 | 193,993 | 195,411 |
| - | - | - | 721,861 | 721,861 | 59,618 | 134,375 | 193,993 | 915,854 |
| 1,513,276 | 1,850,197 | 169,865 | 1,629,532 | 1,799,397 | 70,019 | 1,934,070 | 2,004,089 | 7,166,959 |
| - | - | 72,186 | (72,186) | - | - | - | - | - |
| - | - | - | (226,991) | (226,991) | - | - | - | (226,991) |
| - | (226,991) | - | - | - | - | - | - | (226,991) |
| - | - | - | 921,570 | 921,570 | - | - | - | 921,570 |
| - | - | - | 231 | 231 | (33,170) | 196,051 | 162,881 | 163,112 |
| - | - | - | 921,801 | 921,801 | (33,170) | 196,051 | 162,881 | 1,084,682 |
| $ 1,513,276 | 1,623,206 | 242,051 | 2,252,156 | 2,494,207 | 36,849 | 2,130,121 | 2,166,970 | 7,797,659 |
Chairman: Chihchiang Pai
(For details, please refer to the attached notes to the parent company only financial statements)
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Young Fast Optoelectronics Co., Ltd.
Statement of Cash Flows
January 1 to December 31, 2025 and 2024
| Unit: NTD Thousand | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Profit (loss) before tax for the current period | $ 966,386 | 727,690 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss) | ||
| Depreciation expense | 43,464 | 45,483 |
| Amortization expense | 917 | 863 |
| Expected credit loss | (21,588) | (125) |
| Loss (gain) on financial assets at fair value through profit or loss | (226,417) | (45,768) |
| Interest expense | 1,016 | 1,105 |
| Interest income | (6,346) | (7,061) |
| Dividend income | (147,897) | (129,430) |
| Profit from subsidiaries and affiliates accounted for using the equity method | (166,542) | (134,729) |
| Proceeds from disposal of property, plant and equipment | (1,187) | (895) |
| Total income and expense items | (524,580) | (270,557) |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets, net: | ||
| Current Financial Assets at Fair Value through Profit or Loss | (190,058) | (99,608) |
| Notes receivable | (90,366) | 98,344 |
| Notes receivable related parties | (29,790) | (34,821) |
| Accounts receivable (including related parties) | (18,694) | 146,690 |
| Other receivables (including related parties) | 3,457 | 2,567 |
| Inventory | (33,134) | (48,107) |
| Other current assets | (28,813) | (16,518) |
| Total changes in operating assets, net | (387,398) | 48,547 |
| Changes in operating liabilities, net: | ||
| Contract liabilities | 9,024 | (2,772) |
| Accounts payable (including related parties) | 23,372 | (34,859) |
| Other payables | 41,994 | 17,430 |
| Provisions | (17,946) | (15,882) |
| Other current liabilities | (87) | (4,327) |
| Non-current net defined benefit liability | 66 | 74 |
| Decrease in other operating liabilities | 56,423 | (40,336) |
| Net changes in operating assets and liabilities | (330,975) | 8,211 |
| Total adjustments | (855,555) | (262,346) |
| Cash inflow generated from operations | 110,831 | 465,344 |
| Interest received | 6,346 | 7,061 |
| Interest paid | (1,016) | (1,105) |
| Payment of income tax | (13,108) | (11,321) |
| Net cash inflow from operating activities | 103,053 | 459,979 |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (168,593) | (47,758) |
| Acquisition of financial assets at amortised cost | - | (59,013) |
| Disposal of financial assets at amortised cost | 59,013 | - |
| Acquisition of investments accounted for using the equity method | (7,556) | - |
| Acquisition of property, plant and equipment | (13,434) | (50,088) |
| Disposal of property, plant and equipment | 9,726 | 1,243 |
| Increase in refundable deposits | (431) | 257 |
| Acquisition of intangible assets | (452) | (610) |
| Other non-current assets | (2,517) | 5,895 |
| Increase in prepaid equipment | - | (294) |
| Dividends received | 266,719 | 224,956 |
| Net cash inflow (outflow) from investing activities | 142,475 | 74,588 |
| Cash flows from (used in) financing activities: | ||
| Increase in long-term borrowings | - | 35,000 |
| Increase in deposits received | 141 | 509 |
| Payment of lease liabilities | (15,055) | (14,860) |
| Decrease in other non-current liabilities | (2,705) | 4,152 |
| Payment of cash dividends | (453,982) | (302,655) |
| Net cash flows used in financing activities | (471,601) | (277,854) |
| Net decrease in cash and cash equivalents for the period | (226,073) | 256,713 |
| Cash and cash equivalents at beginning of period | 606,787 | 350,074 |
| Cash and cash equivalents at end of period | $ 380,714 | 606,787 |
(For details, please refer to the attached notes to the parent company only financial statements)
Chairman: Chihchiang Pai
Manager: Yichuan Hsu
Chief Accountant: Weiju Hsu
Attachment 6
Young Fast Optoelectronics Co., Ltd.
Earnings Distribution Table
Year 2025
UNIT: NT$
| NOTES | AMOUNT |
|---|---|
| Unappropriated retained earnings, beginning of period | 1,330,354,766 |
| Add: Remeasurements of the defined benefit plans | |
| recognized in retained earnings. | 230,957 |
| Add: Reversal of appropriated retained earnings | 921,570,120 |
| Less: Provision for legal reserve (10%) | (92,180,108) |
| Net profits for the period | 2,159,975,735 |
| Distribution items: | |
| Shareholder cash dividends(NTD1.6/per share) | (242,124,160) |
| Unappropriated retained earnings, end of period | 1,917,851,575 |
Chairperson: Chihchiang Pai
Officer: Yichuan Hsu
Accounting officer: Weiju Hsu
- 30 -
Attachment 7
Young Fast Optoelectronics Co., Ltd.
Comparison Table of Amendments to the Articles of Incorporation
| Content | Amendment basis and reason | |
|---|---|---|
| Provisions before amendment | Provisions after amendment | |
| Article 7: | ||
| The share certificates of the Company shall be in registered form, signed or sealed by three or more directors, and duly certified in accordance with the law before issuance. | ||
| The shares issued by the Company may be exempted from printing stocks in accordance with the Company Act, but the shares should be registered with the centralized securities depository institution. If the Company prints stocks, the stocks are all registered, signed or sealed by the directors representing the Company, and issued after obtaining a certification from a bank permitted by law for issuance and certification of stocks. | Article 7: | |
| The company issuing and printing shares shall assign its share certificates with serial numbers, shall indicate the following particulars on such share certificates, and the share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof: | ||
| 1. The name of the company; | ||
| 2. The date of incorporation registration, or the date of company alteration registration for issuance of new shares; | ||
| 3. For shares with par value, the total number of shares and share price; for shares with no par value, the total number of shares. | ||
| 4. The number of shares issued this time; | ||
| 5. The words "share certificates of promoters" shall be marked on the share certificates to be issued to promoters; | ||
| 6. In the case of special share certificates, the words describing the class of such special shares shall be marked thereon; and | ||
| 7. The date of issue of the share certificate. | ||
| The shares issued by the Company may be exempted from printing physical certificates. Alternatively, the Company may print a consolidated share certificate for the total number of shares issued at each new offering. However, such shares shall be registered with or kept by a centralized securities depository enterprise. | In accordance with Explanation II of the Ministry of Economic Affairs’ letter dated July 25, 2025 (Ref. No. 11430080170) | |
| Article 27: This Article was established on July 22, 2002. | ||
| The 1st amendment was made on May 2, 2003. | ||
| The 2nd amendment was made on July 15, 2003. | Article 27: This Article was established on July 22, 2002. | |
| The 1st amendment was made on May 2, 2003. | ||
| The 2nd amendment was made on July 15, 2003. | Add the date and number of amendment. |
- 31 -
| Content | Amendment basis and reason | |
|---|---|---|
| Provisions before amendment | Provisions after amendment | |
| The 3rd amendment was made on Feb. 6, 2006. | ||
| The 4th amendment was made on June 21, 2006. | ||
| The 5th amendment was made on Nov. 23, 2007. | ||
| The 6th amendment was made on May 30, 2008. | ||
| The 7th amendment was made on Apr. 15, 2009. | ||
| The 8th amendment was made on Apr 30, 2010. | ||
| The 9th amendment was made on June 21, 2012. | ||
| The 10th amendment was made on June 13, 2016. | ||
| The 11th amendment was made on June 14, 2017. | ||
| The 12th amendment was made on June 19, 2019. | ||
| The 13th amendment was made on June 30, 2020. | ||
| The 14th amendment was made on June 29, 2022. | ||
| The 15th amendment was made on May 31, 2023. | ||
| The 16th amendment was made on May 23, 2025 | The 3rd amendment was made on Feb. 6, 2006. | |
| The 4th amendment was made on June 21, 2006. | ||
| The 5th amendment was made on Nov. 23, 2007. | ||
| The 6th amendment was made on May 30, 2008. | ||
| The 7th amendment was made on Apr. 15, 2009. | ||
| The 8th amendment was made on Apr 30, 2010. | ||
| The 9th amendment was made on June 21, 2012. | ||
| The 10th amendment was made on June 13, 2016. | ||
| The 11th amendment was made on June 14, 2017. | ||
| The 12th amendment was made on June 19, 2019. | ||
| The 13th amendment was made on June 30, 2020. | ||
| The 14th amendment was made on May 29, 2022. | ||
| The 15th amendment was made on May 31, 2023. | ||
| The 16th amendment was made on May 23, 2025 |
- 32 -
Attachment 8
Young Fast Optoelectronics Co., Ltd.
List of Director Candidates for the 2026 Annual Shareholders' Meeting
In accordance with Article 192-1 of the Company Law, the list of candidates for directors is as follows:
| Candidate | Name | Major educations and experiences | Current position | Number of shares |
|---|---|---|---|---|
| Director | Chihchiang Pai | University of Lowell, USA- Master of Plastics Engineering | ||
| Special assistant, Hold-Key Electric Wire & Cable Co., Ltd. | ||||
| Factory Director, Bond-Galv Industrial Co., Ltd. | ||||
| President, Young Fast Optoelectronics Co., Ltd | Chirman, Young Fast Optoelectronics Co., Ltd | |||
| Director, Taiwan SRU Co., Ltd. | 137,245 | |||
| Director | Soy Young Enterprise Co., Ltd. | NA | Director, Young Fast Optoelectronics Co., Ltd | |
| Director, Hold-Key Electric Wire & Cable Co., Ltd. | ||||
| Director, Luminous Optical Technology Co., Ltd. | ||||
| Director, Taiwan Flex Electronics Inc. | ||||
| Director, Chien Shuo Industrial Co., Ltd. | ||||
| Director, Venture Plus Fund I Taiwan Inc. | 32,402,114 | |||
| Director | Hold-Key Electric Wire & Cable Co., Ltd. | NA | Director, Young Fast Optoelectronics Co., Ltd | |
| Director, HoldKey (BELIZE) Investments Limited. | ||||
| Director, Muchon Organic Farm Co., Ltd. | 20,414,832 | |||
| Director | Yusheng Asset Development Co., Ltd. | NA | Director, Soy Young Enterprise Co., Ltd. | |
| Director, Bond-Galv Industrial Co., Ltd. | ||||
| Director, Hold-Key Electric Wire & Cable Co., Ltd. | 4,624,000 | |||
| Director | Fenggen Development Co., Ltd. | NA | Director, Soy Young Enterprise Co., Ltd. | |
| Director, Bond-Galv Industrial Co., Ltd. | ||||
| Director, Hold-Key Electric Wire & Cable Co., Ltd. | 637 |
- 33 -
| Candidate | Name | Major educations and experiences | Current position | Number of shares |
|---|---|---|---|---|
| Director | Yichuan Hsu | Graduated from Department of Accounting, National Chung Hsing University Assistant Officer, Deloitte & Touche. Section Manager, Hold-Key Electric Wire & Cable Co., Ltd. Business Division, deputy general manager, Young Fast Optoelectronics Co., Ltd | President, Young Fast Optoelectronics Co., Ltd Director, Young Fast Optoelectronics Co., Ltd Director, InnVasLinx Inc. Director, Glochem Manufacturing corp. | 1,820 |
| Director | Fengyu Ho | Tulane University, USA -MBA Deputy assistant general manager, Esun Security Co., Ltd. Assistant vice president, Masterlink Security Co., Ltd. Supervisor, KPMG | Director, Young Fast Optoelectronics Co., Ltd Vice president, Young Fast Optoelectronics Co., Ltd Chairman, Young Fast (SAMOA) Co., Ltd. | 512 |
| Director | Menggui Lin | Department of Electrical Engineering, Chung Yuan Christian University Senior Manager, Novatek Microelectronics Corp. Senior Manager, Taiding Microelectronics Co., Ltd. | Director, Young Fast Optoelectronics Co., Ltd Vice president, Young Fast Optoelectronics Co., Ltd | 0 |
| Independent director | Xiege Hao | Bachelor of Law, National Chung Hsing University Taipei Institute of Law and Business (now renamed as National Taipei University) LL.M., Washington and Lee University School of Law, Virginia, USA Passed college entrance examination for civil servants in finance and law Passed special magistrate examination of the Judicial Yuan Judge of Criminal Court, Taiwan Kaohsiung District Court; Criminal and Civil Judge, Kaohsiung Summary Court Judge, Civil Division, Hualien District Court, Taiwan; Judge and Director of Civil Enforcement Division and Depository, Hualien Summary Court/Fenglin Summary Court/Yuli Summary Court Senior Attorney, Lee and Li Attorneys at Law Presiding Attorney, Throne Attorneys at Law | Senior Attorney, Meridian Attorneys-at-Law Independent director, Young Fast Optoelectronics Co., Ltd | 0 |
| Candidate | Name | Major educations and experiences | Current position | Number of shares |
|---|---|---|---|---|
| Independent director | Xiuhui Ye | Master of Accounting, National Chengchi University | ||
| Ph.D. Business Administration, Renmin University, China | ||||
| First Auditor Team, Securities and Futures Commission of the Ministry of Finance | ||||
| Team Leader, Listing Department and Finance | ||||
| Department of Taiwan Stock Exchange Corporation | ||||
| Senior Vice President, Investment Banking Department, Fubon Securities | ||||
| Director, Comprehensive Planning Office, Fubon Financial Holding Co., Ltd. | ||||
| Senior Executive Vice President, Corporate Finance Department, Capital Securities Corp. | ||||
| President, Concord Securities Co., Ltd. | ||||
| Director, Mega Financial Holding Company Limited | ||||
| Independent Director, Shin Shin Co., Ltd. | ||||
| Director, Taichung Commercial Bank | ||||
| Substantive Person in Charge, Yiteng Management Consultancy Co., Ltd. | ||||
| Chairman of Taichung Bank Securities Co., Ltd. | ||||
| Director, Taiwan Corporate Governance Association Supervisor and Convener of Underwriting Business Committee, Taiwan Securities Association | ||||
| Chairman, Chinese 8-Cross Business Model Society | Director, Taiwan Corporate Governance Association | |||
| Convener of Underwriting Business Committee, Taiwan Securities Association | ||||
| Chairman, Chinese 8-Cross Business Model Society | ||||
| Independent director, Young Fast Optoelectronics Co.,Ltd | ||||
| Independent director, Grand Fortune Securities Co., Ltd. | 0 | |||
| Independent Director | Chihyung Chin | Master of Accounting, Case Western Reserve University, USA | ||
| Member of Valuation and Forensic Accounting Committee of The National Federation of CPA Associations of the R.O.C. | ||||
| Member of Tax Regulations and Tax Affairs Committee of Taipei CPA Associations | Director of Leading Change International CPA Firm | |||
| Independent Director, Lumosa Therapeutics Co., Ltd. | ||||
| Independent Director, Patec Precision Industry Co., Ltd. | ||||
| Independent Director, Space Shuttle Hi-Tech Co., Ltd. | ||||
| Independent director, Young Fast Optoelectronics Co.,Ltd. | 0 |
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Attachment 9
Young Fast Optoelectronics Co., Ltd.
Procedures for Election Directors
Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
- The ability to make judgments about operations.
- Accounting and financial analysis ability.
- Business management ability.
- Crisis management ability.
- Knowledge of the industry.
- An international market perspective.
- Leadership ability.
- Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.
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Article 4 The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
When the number of directors falls below the provisions of the articles of the company due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting.
When the number of directors falls short by one third of the total number prescribed in this Corporation's articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under of the Securities and Exchange Act or relevant laws and regulations, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8 The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective
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numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9
Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10
A ballot is invalid under any of the following circumstances:
1. The ballot was not prepared by a person with the right to convene.
2. A blank ballot is placed in the ballot box.
3. The writing is unclear and indecipherable or has been altered.
4. The candidate whose name is entered in the ballot does not conform to the director candidate list.
5. Other words or marks are entered in addition to the number of voting rights allotted.
Article 11
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12
The board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 13
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
Article 14
This Procedures was established on May. 30, 2008.
The 1st amendment was made on Jun. 15, 2011.
The 2nd amendment was made on Jun. 18, 2015.
The 3rd amendment was made on Aug. 3, 2021.
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Attachment 10
Young Fast Optoelectronics Co., Ltd.
Details of Removal of Non-Competition Restrictions
for Newly Elected Directors
| Title | Name | Company in which the individual is concurrently serving | Position held |
|---|---|---|---|
| Director | Chihchiang Pai | Taiwan SRU Co., Ltd. | Director |
| Soy Young Enterprise Co., Ltd. | Luminous Optical Technology Co., Ltd. | ||
| Hold-Key Electric Wire & Cable Co., Ltd. | |||
| Taiwan Flex Electronics Inc. | |||
| Chien Shuo Industrial Co., Ltd. | |||
| Venture Plus Fund I Taiwan Inc. | Director | ||
| Yusheng Asset Development Co., Ltd. | Soy Young Enterprise Co., Ltd. | ||
| Bond-Galv Industrial Co., Ltd. | |||
| Hold-Key Electric Wire & Cable Co., Ltd. | Director | ||
| Fenggen Development Co., Ltd. | Soy Young Enterprise Co., Ltd. | ||
| Bond-Galv Industrial Co., Ltd. | |||
| Hold-Key Electric Wire & Cable Co., Ltd. | Director | ||
| Hold-Key Electric Wire & Cable Co., Ltd. | HoldKey (BELIZE) Investments Limited. | ||
| Muchon Organic Farm Co., Ltd. | Director | ||
| Fengyu Ho | Young Fast (SAMOA) Co., Ltd. | Chairman | |
| Independent Director | Xiege Hao | Meridian Attorneys-at-Law | Senior Attorney |
| Xiuhui Ye | Taiwan Corporate Governance Association | Director | |
| Underwriting Business Committee, Taiwan Securities Association | Convener | ||
| Chinese 8-Cross Business Model Society | Chairman | ||
| Grand Fortune Securities Co., Ltd. | Independent Director | ||
| Chihyung Chin | Leading Change International CPA Firm | Director | |
| Lumosa Therapeutics Co., Ltd. | Independent Director | ||
| Patec Precision Industry Co., Ltd. | Independent Director | ||
| Space Shuttle Hi-Tech Co., Ltd. | Independent Director |
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Appendix 1
Young Fast Optoelectronics Co., Ltd.
Articles of Incorporation
Chapter 1 General principles
Article 1: The Company is organized in accordance with the provisions of the Company Act and is named Young Fast Optoelectronics Co., Ltd.
Article 2: The Company’s scope of business is as follows:
- CB01010 Mechanical Equipment Manufacturing
- CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
- CC01020 Electric Wires and Cables Manufacturing
- CC01070 Wireless Communication Mechanical Equipment Manufacturing
- CC01080 Electronics Components Manufacturing
- E603010 Cable Installation Engineering
- E604010 Machinery Installation
- F113010 Wholesale of Machinery
- F113020 Wholesale of Electrical Appliances
- F106010 Wholesale of Hardware
- F206010 Retail Sale of Hardware
- F213010 Retail Sale of Electrical Appliances
- F213060 Retail Sale of Telecommunication Apparatus
- F213080 Retail Sale of Machinery and Tools
- F401010 International Trade
- CC01110 Computer and Peripheral Equipment Manufacturing
- CC01120 Data Storage Media Manufacturing and Duplicating
- F119010 Wholesale of Electronic Materials
- F219010 Retail Sale of Electronic Materials
- E603050 Automatic Control Equipment Engineering
- D101060 Self-Usage Power Generation Equipment Utilizing Renewable Energy Industry.
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The total reinvestment of the Company is not subject to the restriction that it may not exceed 40% of the Company’s paid-in capital as stipulated in Article 13 of the Company Act. The Company can provide guarantee externally.
Article 4: The Company has its head office in Taoyuan City. When necessary, branches may be
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established domestically and abroad by the resolution of the Board of Directors.
Article 5: The Company’s announcement method shall be handled in accordance with Article 28 of the Company Act.
Chapter 2 Shares
Article 6: The total capital of the Company is set at NT$2,000 million, divided into NT$200 million shares, each with a denomination of NT$10, issued in installments, and unissued shares are subject to actual needs by resolution of the Board of Directors.
6 million shares of the total capital in the first paragraph are reserved for the issuance of stock option certificates.
Article 7: The shares issued by the Company may be exempted from printing stocks in accordance with the Company Act, but the shares should be registered with the centralized securities depository institution. If the Company prints stocks, the stocks are all registered, signed or sealed by the directors representing the Company, and issued after obtaining a certification from a bank permitted by law for issuance and certification of stocks.
Article 8: Unless otherwise required by laws and regulations, the handling of the Company's stock affairs shall be in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
Article 9: The changes to the Company's shareholder roster shall cease within 30 days before a regular shareholder meeting, within 15 days before a special shareholder meeting, or within 5 days before the base date when the Company decides to distribute dividends and bonuses or other benefits.
After public offering, the changes to the Company's shareholder roster shall cease within 60 days before a regular shareholder meeting, within 30 days before a special shareholder meeting, or within 5 days before the base date when the Company decides to distribute dividends and bonuses or other benefits.
Chapter 3 shareholder meeting
Article 10: There are two types of shareholder meeting: regular and special. The regular meeting is held once a year and shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year. A special meeting can be convened according to the law when necessary; shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 11: A shareholder that will be absent at the meeting for a particular reason may appoint a proxy to attend the meeting by filling up the proxy form issued by this Company and stating the scope of the proxy’s authorization. Except as provided by Article 177 of the Company Act, shareholder proxy attendance measures shall in all cases be handled in accordance with the regulations stipulated by the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."
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Article 12: Shareholders of the Company shall have one voting right per share unless otherwise provided by laws and regulations. However, no voting rights are provided if the Company is subject to the circumstances stipulated in Article 179 of the Company Act.
Article 13: Unless otherwise required by the Company Act, a resolution in a shareholder meeting should be made with the presence of shareholders representing a majority of the total number of outstanding shares and with the consent of a majority of the voting rights of the shareholders present. In accordance with the regulations of the competent authority, the shareholders of the Company may also exercise their voting rights in writing or electronically. Shareholders who exercise their voting rights in writing or electronically are considered to be present in person, and their relevant matters shall be handled in accordance with the provisions of laws and regulations.
Article 14: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
The meeting minutes may be produced and distributed in electronic form.
If the Company has a proposal to cancel a public offering in the future, this should be mentioned as a matter for resolution of the Shareholders' meeting and this provision will not be changed during the period of listing or future period of listing on the main board (over-the-counter market, emerging market board).
Chapter 4 Directors and Supervisor
Article 15: The Company is to have between nine and eleven directors. The Board of Directors shall determine the number of candidates to be elected within this range and shall adopt a candidate nomination system. The list of candidates for directors shall be selected by the Shareholders' Meeting in accordance with Article 198 of the Company Act for a term of three years and a re-election may be allowed.
The total shareholding ratio of all directors selected in accordance with the preceding paragraph shall be in accordance with the regulations of the securities regulatory authority.
From the seventh session of the Company (with comprehensive re-election in 2020), an Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act. Comprising all independent directors, the members of the Audit Committee shall not be less than three and the exercise of their powers and related matters shall be handled in accordance with the relevant regulations of the securities regulatory authority. The positions of supervisors were abolished on the date of the establishment of the Audit Committee, with such to be applicable when their terms of office expired in 2020.
Article 16: After a public offering of the Company, among the above-mentioned number of directors,
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the number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. In addition, a candidate nomination system is adopted and the Shareholders' Meeting shall select them from the list of candidates for independent directors. Regarding independent directors' professional qualifications, shareholdings, part-time restrictions, nomination and selection methods and other compliance matters, they shall be handled in accordance with the relevant regulations of the securities regulatory authority.
Article 17: The board meeting is organized by directors and a chairperson shall be elected to represent the Company externally from among the directors by a majority vote at a meeting attended by more than two-thirds of the directors
Article 18: The convening of the Board of Directors shall be handled in accordance with Article 204 of the Company Act and the convening notice can be delivered in person, by post, by email or by fax. Except where otherwise provided by the laws and regulations, the passage of a proposal at a Board meeting shall require the approval of a majority of the directors in attendance at a Board of Directors meeting attended by a majority of all directors. When a director fails to attend the Board of Directors' meeting in person, another director may be appointed to attend the Board of Directors as a proxy in accordance with the provisions of Article 205 of the Company Act. A director who appoints another director to attend a board meeting shall in each instance shall file a proxy form stating the scope of authorization with respect to the reasons for convening the meeting.
If the Board of Directors uses a video conference when meeting, the directors who participate in the conference by video shall be deemed to be present in person.
Article 19: The Company may purchase liability insurance for the directors and supervisors during their term of office for the scope of business performed by the directors and supervisors.
Article 20: If the chairperson asks for leave or is unable to exercise the powers of office for some reason, his or her proxy shall handle affairs in accordance with Article 208 of the Company Act.
Article 21: With respect to the remuneration expenses of directors and supervisors of the Company, the Board of Directors is authorized to make decisions based on a director's or supervisor's degree of participation and contribution to the operations of the Company and on the agreed expenditures in line with the standard levels in the industry. Regarding the remuneration of independent directors, a reasonable remuneration different from that of non-independent directors may be determined.
Chapter 5 Managerial officer
Article 22: The Company may have a number of managerial officers whose appointment, dismissal and remuneration are governed by Article 29 of the Company Act.
Chapter 6 Accounting
Article 23: The final accounts shall be processed at the end of the year. The Board of Directors shall
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prepare (i) business report (ii) financial statements (iii) earnings distribution or loss offsetting proposal, present it to the shareholder meeting for ratification.
Article 24: If the Company makes a profit during the year (i.e., pre-tax profit before deducting the remuneration of employees and of directors and supervisors), no less than 2% of the current year's profit shall be allocated for employee remuneration, of which no less than 25% should be allocated to lower-level employees for salary adjustment or remuneration distribution, and no more than 1.5% shall be allocated to remuneration of directors. However, when the Company still has accumulated losses, it should reserve the compensation amount in advance. In addition, employee remuneration can be paid in stock or cash, and the recipients may include employees of controlling or affiliated companies who meet certain conditions.
Article 24-1: If a surplus exists in the Company's yearly final accounts, taxes should first be paid to offset any prior deficits and 10% of the current surplus is to be set aside as legal reserve. In addition and in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act, for net deductions in other shareholders' equity incurred in the current year (such as exchange differences on translation of foreign financial statements, unrealized gains and losses of financial assets available for sale, benefits from hedging tools that are used in effective cash flow hedging, accumulated balance of losses, etc.) The same amount of the special reserve shall be set aside but shall not be distributed. Items other than the net profit after tax of the current year are added to the net profit after tax of the current year, and be accounted in the amount of undistributed surplus of the current period to set aside. If there is still a shortage, shall set aside from the undistributed surplus of the previous period. If the amount belongs to the deduction of other shareholders' equity accumulated in the previous period, then it shall be set aside the same amount of the special reserve from the undistributed surplus from the previous period. If there is still a shortage, items other than the net profit after tax of the current period are added to the net profit after tax, and be accounted in the amount of undistributed surplus of the current year to set aside. If there is a subsequent reversal of the amount of deduction from the shareholders' equity, the reversed portion of the surplus may be distributed.
The dividends policy of the Company aligns with current and future development plans and considers the investment environment, capital needs and domestic and foreign competition and takes into account the interests of shareholders and other factors. No less than 20% of the available surplus shall be allocated to distribute shareholder dividends each year. However, if the cumulative distributable surplus is less than 100% of the paid-in share capital, distribution may not be made.
If all or part of the dividends and bonuses are to be distributed in cash, it shall be authorized by a resolution of the Board of Directors with at least two-thirds votes of the directors present and more than half of the attending directors in agreement and this shall be reported to the shareholders' meeting.
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Where a company incurs no loss, if all or part of the legal reserve or capital reserve in compliance with Article 241 of the Company Law are to be distributed in cash, it shall be authorized by a resolution of the Board of Directors with at least two-thirds votes of the directors present and more than half of the attending directors in agreement and this shall be reported to the shareholders' meeting.
Article 25: The Company shall consider the environment and growth stage of the company, respond to future capital needs and long-term financial planning and meet shareholders' demand for cash inflows in formulating a surplus distribution plan based on the distributable surplus as stipulated in Article 24 and this shall be submitted to the Shareholders' Meeting for resolution. The total amount of cash dividends shall not be less than 10% of the total amount of dividends issued to shareholders and the maximum shall be 100%.
Chapter 7 Supplementary provisions
Article 26: Matters not covered in this Article of Incorporation shall be handled in accordance with the provisions of the Company Act.
Article 27: This Article was established on July 22, 2002.
The 1st amendment was made on May 2, 2003.
The 2nd amendment was made on July 15, 2003.
The 3rd amendment was made on Feb. 6, 2006.
The 4th amendment was made on June 21, 2006.
The 5th amendment was made on Nov. 23, 2007.
The 6th amendment was made on May 30, 2008.
The 7th amendment was made on Apr. 15, 2009.
The 8th amendment was made on Apr. 30, 2010.
The 9th amendment was made on June 21, 2012.
The 10th amendment was made on June 13, 2016.
The 11th amendment was made on June 14, 2017.
The 12th amendment was made on June 19, 2019.
The 13th amendment was made on June 30, 2020.
The 14th amendment was made on June 29, 2022.
The 15th amendment was made on May 31, 2023.
The 16th amendment was made on May 23, 2025
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Appendix 2
Young Fast Optoelectronics Co., Ltd.
Rules of Procedure for Shareholder Meeting
Article 1: To establish a strong governance system and sound supervisory capabilities for the corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2: The rules of procedures for the corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3: Unless otherwise provided by law or regulation, the corporation's shareholders meetings shall be convened by the board of directors.
Unless otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, convening of the Company's shareholders' meeting by videoconference shall be specified in the Articles of Incorporation and by a resolution of the Board of Directors. Furthermore, the videoconference of the shareholders' meeting shall be implemented by a resolution of the Board of Directors with more than two-thirds of the directors in attendance and approved by more than half of the directors present.
Changes to how the corporation 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.
The corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the corporation shall also have prepared the shareholders meeting agenda and
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supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the corporation and the professional shareholder services agent designated thereby.
The corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: Principles determining the time and place of a shareholders meeting
The venue for a shareholders meeting shall be the premises of the corporation, 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the corporation convenes a virtual-only shareholders meeting.
Article 6: Preparation of documents such as the attendance book
The corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance,
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and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. 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 attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the corporation two days before the meeting date.
In the event of a virtual shareholders meeting, the corporation 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.
Article 6-1: Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice
To convene a virtual shareholders meeting, the corporation shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which
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the meeting is postponed or on which the meeting will resume.
Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. With the exception of circumstances specified in Item 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall be provided with connection equipment and necessary assistance at a minimum, and specification shall be made of the period during which shareholders can apply to the Company and other related matters requiring attention.
Article 7: The chair and non-voting participants of a shareholders meeting
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When
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there are two or more such convening parties, they shall mutually select a chair from among themselves.
The corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8: Documentation of a shareholders meeting by audio or video
The corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held online, the corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9: Attendance at shareholders meetings shall be calculated based on numbers 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.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. 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 corporation shall also declare the meeting adjourned at 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
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number of issued shares, a tentative resolution may 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 corporation in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10: Discussion of proposals
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of 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. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11: Shareholder speech
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
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shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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 paragraphs I to V do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: Calculation of voting shares and recusal system
Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13: A shareholder shall be entitled to one vote for each share held, except when the
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shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the corporation avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the corporation'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, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
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
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required.
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 corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14: Election of directors and supervisors
The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair
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of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the corporation.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16: Public disclosure
On the day of a shareholders meeting, the corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the corporation shall upload the above 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.
During the corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the corporation shall upload the content of such resolution to the MOPS within the prescribed time
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period.
Article 17: Maintaining order at the meeting place
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
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 an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: Recess and resumption of a shareholders meeting
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: Disclosure of information at virtual meetings
In the event of a virtual shareholders meeting, the corporation 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 20: Location of the chair and secretary of virtual-only shareholders meeting
When the corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21: Handling of disconnection
In the event of a virtual shareholders meeting, the corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-
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time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, 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.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-
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20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22: Handling of digital divide
When convening a virtual-only shareholders meeting, the corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. With the exception of circumstances specified in Item 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall be provided with connection equipment and necessary assistance at a minimum, and specification shall be made of the period during which shareholders can apply to the Company and other related matters requiring attention.
Article 23: 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.
Article 24: This Rules was established on Nov. 16, 2007.
The 1st amendment was made on June 15, 2011.
The 2nd amendment was made on June 21, 2012.
The 3rd amendment was made on June 28, 2013.
The 4th amendment was made on June 18, 2015.
The 5th amendment was made on June 14, 2017.
The 6th amendment was made on June 30, 2020.
The 7th amendment was made on Aug. 3, 2021.
The 8th amendment was made on June. 29, 2022.
The 9th amendment was made on May 31, 2023.
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Appendix 3
Information on Employees' Compensation and Directors' Remuneration
Unit:NTD
| Item | Amount distributed proposed by Board of Directors (A) | The estimated figure for the fiscal year (B) | Discrepancy (A-B) |
|---|---|---|---|
| Employee compensation | 20,028,727 | 20,028,727 | 0 |
| Directors and supervisors compensation | 15,021,545 | 15,021,545 | 0 |
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Appendix 4
Shareholdings of Directors
-
The total issued capital stock of the Company is 151,327,600 shares.
-
According to Article 26 of the Securities and Exchange Act:
The minimum number of shares that all directors should hold is 9,079,656 shares.
The number of shares held by all directors of the Company as recorded in the shareholder roster on the date for suspension of share transfer for the 2025 regular shareholder meeting
| Tltle | Name | Sharesholding |
|---|---|---|
| Chairperson | Chihchiang Pai | 137,245 |
| Director | Soy Young Enterprise Co., Ltd. | 32,402,114 |
| Director | Hold-Key Electric Wire & Cable Co., Ltd. | 20,414,832 |
| Director | Yichuan Hsu | 1,820 |
| Director | Fengyu Ho | 512 |
| Director | Menggui Lin | 0 |
| Independent director | Xiege Hao | 0 |
| Independent director | Xiuhui Ye | 0 |
| Independent director | Chihyung Chin | 0 |
| Total | 52,956,523 |