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ZIG SHENG — AGM Information 2026
May 11, 2026
51816_rns_2026-05-11_6b26d090-35fa-4321-9342-94c17b26456d.pdf
AGM Information
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Stock Code : 1455

ZIG SHENG INDUSTRIAL CO., LTD.
Handbook for the 2026 Annual Meeting of Shareholders
Meeting Mode : Physical Shareholders' Meeting
Time : 9:00 a.m., Monday, June 15, 2026
Place : No. 307, Anhe St., Guanyin Dist., Taoyuan City ( Staff activity center of Guanyin factory )
Zig Sheng Industrial Co., Ltd.
Handbook for the 2026 Annual Meeting of Shareholders
Table of Contents
I. Meeting Procedure... 1
II. Meeting Agenda... 2
III. Report Items... 3
IV. Approval Items... 6
V. Extemporary Motion... 8
VI. Appendices :
1. 2025 Business Report... 9
2. 2025 Parent Company Only Financial Statements and Independent Auditors’ Report... 12
3. 2025 Consolidated Financial Statements and Independent Auditors’ Report... 22
4. The Articles of Incorporation... 33
5. The Meeting Rules of Shareholders for the Company... 40
6. Current Shareholdings of Directors... 47
VII. Other Matters to be Explained... 48
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Zig Sheng Industrial Co., Ltd.
Procedure for the 2026 Annual Meeting of Shareholders
I. Call the Meeting to Order
II. Chairperson Takes Chair and Remarks
III. Report Items
IV. Approval Items
V. Extemporary Motion
VI. Meeting Adjourned
Zig Sheng Industrial Co., Ltd.
2026 Agenda of Annual Meeting of Shareholders
Time : 9:00 a.m. on Monday June 15, 2026
Place : No. 307, Anhe St., Guanyin Dist., Taoyuan City
(Staff activity center of Guanyin factory)
Meeting Mode : Physical Shareholders’ Meeting
Meeting Agenda :
I. Call the Meeting to Order
(Report the total number of shares attended)
II. Chairperson Takes Chair and Remarks
III. Report Items
1. 2025 Business Report
2. Audit Committee’s Review Report on the 2025 Financial Statements
3. Report on Execution of Employees’ Profit Sharing Bonus and Board of Directors’ Compensation for the Year 2025
4. Report on the 2025 Earnings Distribution
5. Report on the cash distributed from Capital Surplus
IV. Approval Items
1. Proposal of the 2025 Business Report and Financial Statements
2. Proposal of the 2025 Deficit Compensation
V. Extemporary Motion
VI. Meeting Adjourned
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III. Report Items
- 2025 Business Report
Explanation:
1. 2025 Business Report, as Appendix 1.
(refer to page 9 ~ 11 of this handbook).
2. As of December 31, 2025, the Company did not endorse and guarantee any enterprise, nor did it lend funds to shareholders or any other person.
- Audit Committee’s Review Report on the 2025 Financial Statements
Explanation:
The Company's “Parent Company Only Financial Statements” and “Consolidated Financial Statements” of 2025 have been verified and signed by CPA Chen, Kui Mei and CPA Lin, Chin Lung of Crowe (TW) CPAs. The Audit Committee of the Company has also issued Audit Reports on the completion of the Audit, together with the Business Report and the proposal of Deficit Compensation.
- Independent Auditor’s Report
(refer to page 12 ~ 15, 22 ~ 26 of this handbook)
- Audit Committee’s Review Report (as follows)
Zig Sheng Industrial Co., Ltd.
Audit Committee’s Review Report
The Board of Directors of the Company has prepared and submitted the “Consolidated Financial Statements” and “Parent Company Only Financial Statements” of year 2025, which has been verified and signed by CPA Chen, Kui Mei and Lin, Chin Lung of Crowe (TW) CPAs. Together with the Business Report and the Deficit Compensation, the Audit Committee finds that there is no discrepancy. Therefore, the Board of Directors of the Company has prepared a report in accordance with the provisions of the “Securities and Exchange Act” and the “Company Act” for inspection.
To the 2026 Annual Meeting of Shareholders of Zig Sheng Industrial Co., Ltd.
Zig Sheng Industrial Co., Ltd.
The Convener of the Audit Committee: Ou, Yu-Lun
Date: March 13, 2026
- Report on Execution of Employees' Profit Sharing Bonus and Board of Directors' Compensation for the Year 2025
Explanation:
1. According to the provisions of Article 26 Paragraphs 1 and 2 of the Articles of Incorporation of the Company,
【2% of profit of the current year should be distributed as employees' compensation and not more than 3% of profit of the current year should be distributed as Directors' remuneration in the case where there are profits for the current year. However, the Company's accumulated losses shall have been covered.
At least 50% of the employee remuneration referred to in the preceding paragraph shall be paid to non-executive employees. However, the company's accumulated losses shall have been covered. The decision on the allocation ratio for the current year shall be resolved by the board of directors】
2. The Company's Net Loss before income tax in 2025, as per a special resolution approved by the 5th meeting of the 20th Board of Directors of the Company, no remuneration will be paid to employees or directors.
- Report on the 2025 Earnings Distribution
Explanation:
1. The Company's Net Loss after tax for 2025 is NT$524,473,423. After deducting the remeasurements of defined benefit plan amounting NT$128,596 recognized in retained earnings, the net loss after tax for the current year plus items other than net loss after tax is included in the amount of retained earnings for the current year, amounted to a loss of NT$524,602,019.
2. As approved by the 5th meeting of the 20th Board of Directors of the Company resolved not to distribute earnings for 2025.
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- Report on the cash distributed from Capital Surplus
Explanation:
1. In accordance with the provisions of Article 241 of the Company Act, the Company proposed a cash distribution of NT$ 85,070,140 from Capital Surplus derived from the amount of the subscription price in excess of par value of common shares issued by the Company. The cash is to be distributed to the registered shareholders on the record date, and the cash distribution per share will be NT$ 0.16.
Cash distribution from Capital Surplus shall be paid to each shareholder, rounded to the nearest NT dollar (truncate the numbers after decimal place). Fractional amounts will be aggregately recognized as other income in the accounting book of the Company.
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The 5th Meeting of the 20th Board of Directors of the Company approved and authorize the Chairman to perform the following tasks:
(1) Before the cash base date for the distribution of Capital Surplus, if the total number of outstanding shares of the Company changes, or the competent authority approves the change due to the change of laws and regulations, which affects the distribution rate of shareholders, to be handled by the Chairman.
(2) Set the ex-dividend record date for cash distribution. -
The Chairman has not yet set the ex-dividend record date for cash distribution.
-
5 -
IV. Approval Items
Proposal 1
Proposed by the Board of Directors
Proposal : 2025 Business Report and Financial Statements, submit for approval.
Explanation : 1. The 2025 “Parent Company Only Financial Statements” and the “Consolidated Financial Statements” of the Company had been audited by Crowe(TW) CPAs’ CPA Chen, Kui Mei and CPA Lin, Chin Lung, and the Audit Committee has examined and completed together with the Business Report and Deficit Compensation, and issued the report for record.
- Enclose the following data:
(1) Business Report
(Appendix 1, please refer to page 9 ~ 11)
(2) Parent Company Only Financial Statements
(Appendix 2, please refer to page 12 ~ 21)
(3) Consolidated Financial Statement
(Appendix 3, please refer to page 22 ~ 32)
- Submitted for approval.
Resolution :
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Proposal 2
Proposed by the Board of Directors
Proposal : Proposal of the 2025 Deficit Compensation, submit for approval.
Explanation : 1. The Company's Net Loss after tax for 2025 is NT$524,473,423. After deducting the remeasurements of defined benefit plan amounting to NT$128,596 recognized in retained earnings, the total net loss after tax for the year, plus items other than net loss after tax that are included in the retained earnings for the year, amounted to a loss of NT$524,602,019.
- The Company's 2025 Deficit Compensation was reviewed and approved by the Audit Committee, the resolution passed at the 5th meeting of the 20th Board of Directors, as follows:
(1) First, the unappropriated retained earnings of prior years are used to offset the losses. If the amount is insufficient, the statutory surplus reserve and capital surplus are used to offset the losses in turn. After offsetting the losses, the amount of Deficit yet to be compensated at the end of the period is 0.
(2) The Company resolved not to distribute dividends for 2025.
(3) 2025 Deficit Compensation Statement (as follows).
- Submitted for approval.
Zig Sheng Industrial Co., Ltd.
2025 Deficit Compensation Statement
Unit: NT$
| Item | Amount | |
|---|---|---|
| Unappropriated retained earnings of prior years | ||
| 2025 Net Loss after tax | ||
| Less: Remeasurements of defined benefit plan | ||
| recognized in retained earnings (Note) | (524,473,423) | |
| 128,596 | 5,791,020 | |
| Sum of net loss after tax for the current year plus items | ||
| other than net loss after tax is included in the amount of | ||
| retained earnings for the current year | (524,602,019) | |
| Deficit yet to be compensated in current year | (518,810,999) | |
| Items for compensating deficit: | ||
| Legal reserve for Deficit compensation | 269,054,270 | |
| Capital surplus for Deficit compensation | 188,020,974 | |
| --- Surplus from treasury stock transactions | 61,735,755 | |
| --- Additional paid-in capital | ||
| Deficit yet to be compensated – at the end of 2025 | 0 |
Note: Remeasurements of defined benefit plan is recognized as retained earnings immediately.
Chairman : Su, Pai-Huang
General Manager: Yeh, Pi-Lu
Accounting Supervisor : Cheng, Chiu-Yueh
Resolution :
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V. Extemporary Motion
VI. Appendices
Appendix 1
ZIG SHENG INDUSTRIAL CO., LTD.
2025 Business Report
I. Introduction
In 2025, the global economy was affected by several factors, including China's overcapacity, U.S. tariff issues, exchange rate fluctuations, and geopolitical tensions. As a result, both the global economy and procurement strategies of international brand customers became more conservative. The industry faced severe challenges, posing significant tests to corporate resilience and risk management capabilities.
In response, our company undertook production line consolidation at its polymerization plant and conducted comprehensive reviews to enhance product specifications. Leveraging years of technical expertise and R&D capabilities, the management team demonstrated strong operational resilience. Although losses were unavoidable, the Company maintained a sound operational structure and a solid financial position.
In terms of cash flow, cash inflow from operating activities reached NT$1.51 billion. After deducting capital expenditures and loan repayments, the overall net cash inflow amounted to NT$130 million.
Looking ahead, global uncertainties remain high. The Company will continue to focus on product innovation, develop high value-added products, expand into industrial textiles, and strengthen cooperation with key customers to support steady growth.
II. Operating Performance
Due to China's significant expansion in petrochemical production capacity and aggressive dumping strategies, the global nylon market experienced structural oversupply. Meanwhile, global inflation and weakening end-market demand led to declining nylon raw material prices, resulting in inventory losses.
In 2025, operating revenue was NT$6.2 billion, representing a 34% decrease year-over-year. Operating loss was NT$451 million, and net loss after tax was NT$524 million. The ratio of liabilities to assets was 36.9%, and the net value per share was NT$10.9. The overall financial structure remains strong and stable.
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Unit: NT$ thousand
| Analysis Item / Years | 2025 | 2024 | Increase (Decrease) Amount |
|---|---|---|---|
| Operating Revenue | 6,202,347 | 9,427,002 | (3,224,655) |
| Gross Profit | (125,540) | 140,224 | (265,764) |
| Operating Expenses | 325,841 | 406,327 | (80,486) |
| Net Operating Loss | (451,381) | (266,103) | (185,278) |
| Loss Before Tax | (636,341) | (18,264) | (618,077) |
| Net Profit (Loss) After Tax | (524,473) | 5,250 | (529,723) |
| Financial Analysis / Years | 2025 | 2024 | |
| --- | --- | --- | |
| Liabilities to Assets Ratio (%) | 36.87 | 42.69 | |
| Current Ratio (%) | 168.20 | 186.17 | |
| Quick Ratio (%) | 94.63 | 96.05 | |
| AR Collection Period (days) | 45 | 47 | |
| Gross Profit Margin (%) | (2.03) | 1.45 | |
| Net Value Per Share (NT$/share) | 10.9 | 11.9 |
III. Operating Strategies
1. Sustainable Development
(1) Regulatory Alignment
Our company is preparing to adopt IFRS sustainability standards by 2027.
(2) Net-Zero Transition
- Electricity savings: 2.01 million kWh, reducing 951 tons of CO₂e
- Solar power generation: 3.97 million kWh, reducing 1,881 tons of CO₂e
- Transitioned boilers from coal to natural gas: reducing 1,035 tons of CO₂e
- Green product manufacturing: reducing 16,567 tons of CO₂e
(3) Energy Management
One 400kW/860kWh energy storage system was completed in 2025. By charging, charging during off-peak hours and discharging during peak periods, the system optimizes load management, and lowers electricity costs (currently saving approximately NT$70,000 per month).
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Product Research and Development
Our company remains committed to technological innovation, developing high-value-added fiber materials and products. With fashion design and functional applications as key directions, we achieved significant progress in many fields:
(1) High-end Nylon 6.6 Apparel Fibers
Successfully developed premium Nylon 6.6 fibers with excellent physical properties, achieving a 98% yield rate in the production of DTY, which is much better than market standards.
(2) High-quality DTY Solutions
Developed solutions to high-end customers' pre-dyeing process requirements, improving production stability, reducing defects, and shortening lead times.
(3) Smart Manufacturing & AI Applications
Developed smart manufacturing technologies and integrated AI into production optimization. Through big data analytics and automated monitoring, the system continuously learns and minimizes production deviations, ensuring high product consistency.
- Production and Sales Management
(1) Fiber Business Division
- Enhance Nylon 6 product quality
- Expand high-end Nylon 6.6 DTY market, recognized by international brands
- Promote smart manufacturing (AI & AOI replacing manual inspection)
- Strengthen process control across "Man, Machine, Material, Method, Environment"
(2) Chemical Material Business Division
- Adjust Nylon 6 chip production to avoid price competition with China and expand into European and American markets
- Advance Nylon 6.6 chip development
- Maintain low inventory strategy to reduce risk
- UL safety certifications with Nylon 6.6 injection-grade orders increasing will increase the revenue on compound products
- Water filtration materials show strong growth and will expand capacity in near future.
IV. Future Outlook
Looking ahead, uncertainties such as geopolitical risks and market competition will continue. We will focus on efficient production, developing competitive products, expanding industrial textile markets, increasing flexibility in production and improving assets utilization.
In the long term, demand for high-end apparel is expected to grow steadily. Zig Sheng will continue to develop innovative products, meet customer needs, and create the greatest value for customers, employees, and shareholders.
Appdndix 2.
Independent Auditors' Report
To: Zig Sheng Industrial Co., Ltd.
Opinion
We have audited the parent company only financial statements of Zig Sheng Industrial Co., Ltd. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, the parent company only statements of comprehensive income, parent company only statements of changes in equity, and parent company only statements of cash flows for the years ended December 31, 2025 and 2024, and notes to the parent company only financial statements, including a summary of significant accounting policies (together "Parent Company Only Financial Statements").
In our opinion, the accompanying Parent Company Only Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountant of the Republic of China (the "Code") and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole and, in forming our opinion thereon; we do not provide a separate opinion on these matters.
Key audit matters for the Parent Company Only Financial Statements for the year ended December 31, 2025 are stated as follows:
Revenue recognition
Revenue generation is a fundamental business activity of an enterprise as a going concern, it is crucial to the operating performance of an enterprise. Due to ubiquitous pressure of achieving projected financial or sales targets by management, revenue recognition is considered to have higher fraudulent risk by the auditing standards. Therefore, we list the timing of transfer of risks and rewards of sold products and the recognition of sales revenue as one of the key audit matters.
For the accounting policies regarding revenue recognition, please refer to Note 4.31 of the Parent Company Only Financial Statements; for illustration to the revenue items, please refer to disclosure in Note 6.32 of the Parent Company Only Financial Statements. Our key audit procedures performed in respect of the above area included the following:
- Tested the effectiveness of the Company's design and implementation of its internal controls over sales and receivable cycles, evaluated the appropriateness of revenue recognition on a test basis.
- Understood the categories and specifications of products sold to top ten clients, evaluated the reasonableness of the sales revenue and receivables turnover (days) and analyzed if there is any abnormality.
- Evaluated the accuracy of the timing of transfer of risks and rewards of sold products and the recognition of sales revenue by selecting and testing a sample of sales transactions before and after the shipment cut-off date.
Valuation of inventories
The main inventories of the Company are Polyester Fully Oriented Yarn, Caprolactam and the related products and are measured using lower of cost or net realizable value. Due to rapid changes in the industry where the Company resides, the sales prices of the Company's products are easily affected by the prices of international raw materials and may fluctuate drastically. This leads to risk that the inventory costs may exceed their net realizable value and resulted in slow-moving or obsolete inventories. And since the Company's management, through assessment of respective outside evidence, is relied to perform the subsequent measurements and recognition, we list inventory valuation as one of the key audit matters.
For the accounting policies regarding inventories, please refer to Note 4.14 of the Parent Company Only Financial Statements; for illustration to the inventory items, please refer to disclosure in Note 6.6 of the Parent Company Only Financial Statements. Our key audit procedures performed in respect of the above area included the following:
- Based on the understanding of the Company's operations and nature of the industry, assessed the reasonableness of the policies and procedures adopted for recording allowance to reduce inventory to market.
- Reviewed inventory aging reports, analyzed changes in the inventory aging and assessed whether or not the subsequent measurements were performed according to the accounting policies.
-
Understood and assessed the reasonableness of the basis of net realizable value used by the management, selected samples and agreed to the relating supporting documents to test the accuracy of the amounts, then evaluated whether or not the management's disclosures regarding the subsequent measurements of inventories were appropriate.
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Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for preparation and fair presentation of the Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines necessary to enable the preparation of Parent Company Only Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Parent Company Only Financial Statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company, to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including members of the Audit Committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Parent Company Only Financial Statements.
As part of an audit in accordance with the auditing standards of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the 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 that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or 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 Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, determine whether any material uncertainty exists in the events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Parent Company Only Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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14 -
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Evaluate the overall presentation, structure and content of the Parent Company Only Financial Statements, including the disclosures, and whether the Parent Company Only Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the Parent Company Only Financial Statements. We are responsible for the guidance, supervision and performance for the audit of the Company. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned audit scope, timing of the audit and significant audit findings, including any significant deficiencies in internal control that we have identified 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 affect our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Parent Company Only Financial Statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless the laws or regulations preclude public disclosure on the matter or when, in extremely rare circumstances, we determine that the matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to be greater the additional benefits brought to the public from such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chen, Kui-Mei and Lin, Chih-Lung.
Crowe (TW) CPAs
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying Parent Company Only Financial Statements are intended only to present the Parent Company Only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such Parent Company Only Financial Statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying Parent Company Only Financial Statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and Parent Company Only Financial Statements shall prevail.
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Zig Sheng Industrial Co., Ltd.
Parent Company Only Balance Sheets
As of December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 6.1) | $ 241,901 | 3 | $ 112,547 | 1 |
| 1110 | Financial assets at FVTPL – current (Note 6.2) | 610,177 | 7 | 961,158 | 9 |
| 1150 | Notes receivable, net (Note 6.3) | 33,643 | - | 39,679 | - |
| 1170 | Accounts receivable, net (Note 6.4) | 405,947 | 4 | 1,002,437 | 9 |
| 1180 | Accounts receivable - related parties, net (Note 6.4,7) | 13,144 | - | 26,409 | - |
| 1200 | Other receivables (Note 6.5) | 11,628 | - | 25,992 | - |
| 1220 | Current-period income tax assets (Note 6.39) | 46 | - | 39 | - |
| 130x | Inventories (Note 6.6) | 1,155,772 | 13 | 1,995,353 | 19 |
| 1410 | Prepayments (Note 6.7) | 14,619 | - | 38,964 | - |
| 1460 | Noncurrent assets held for sale (Note 6.8) | 188,525 | 2 | - | - |
| 1476 | Other financial assets – current (Note 6.9) | 321 | - | - | - |
| 1479 | Other current assets - other (Note 6.10) | 238 | - | - | - |
| 11xx | Total current assets | 2,675,961 | 29 | 4,202,578 | 38 |
| Noncurrent Assets | |||||
| 1517 | Financial assets at FVTOCI – noncurrent (Note 6.11) | 197,426 | 2 | 175,566 | 2 |
| 1550 | Investments accounted for using equity method (Note 6.12) | 29,917 | - | 29,729 | - |
| 1600 | Property, plant and equipment (Note 6.13) | 4,034,426 | 44 | 4,587,607 | 42 |
| 1755 | Right-of-use assets (Note 6.14) | 87,209 | 1 | 99,105 | 1 |
| 1760 | Investment properties, net (Note 6.15) | 999,919 | 11 | 982,558 | 9 |
| 1780 | Intangible assets (Note 6.16) | 2,321 | - | 3,094 | - |
| 1840 | Deferred income tax assets (Note 6.39) | 275,906 | 3 | 165,042 | 1 |
| 1915 | Prepayments for equipment | 810,090 | 9 | 700,035 | 7 |
| 1920 | Refundable deposits (Note 6.17) | 3,997 | - | 11,015 | - |
| 1990 | Other noncurrent assets – other (Note 6.18) | 68,835 | 1 | 51,203 | - |
| 15xx | Total noncurrent assets | 6,510,046 | 71 | 6,804,954 | 62 |
| 1xxx | Total Assets | $ 9,186,007 | 100 | $ 11,007,532 | 100 |
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| Code | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Liabilities | |||||
| 2100 | Short-term borrowings (Note 6.19) | $ 300,100 | 3 | $ 1,285,000 | 13 |
| 2110 | Short-term notes and bills payable (Note 6.20) | 49,989 | 1 | - | - |
| 2130 | Contract liabilities – current (Note 6.32) | 18,320 | - | 26,350 | - |
| 2150 | Notes payable (Note 6.21) | 89,552 | 1 | 112,413 | 1 |
| 2170 | Accounts payable (Note 6.21) | 206,788 | 2 | 522,598 | 5 |
| 2180 | Accounts payable - related parties (Note 7) | 87 | - | 75 | - |
| 2200 | Other payables (Note 6.22) | 253,370 | 3 | 264,090 | 2 |
| 2220 | Other payables - related parties (Note 7) | 62 | - | 102 | - |
| 2250 | Provisions - current (Note 6.23) | 30,769 | - | 32,449 | - |
| 2280 | Lease liabilities - current (Note 6.14) | 12,055 | - | 12,603 | - |
| 2320 | Long-term liabilities due within one year or one business cycle (Note 6.25) | 628,652 | 7 | - | - |
| 2399 | Other current liabilities – other (Note 6.24) | 1,236 | - | 1,730 | - |
| 21xx | Total current liabilities | 1,590,980 | 17 | 2,257,410 | 21 |
| Noncurrent Liabilities | |||||
| 2540 | Long-term borrowings (Note 6.25) | 1,524,348 | 17 | 2,153,000 | 19 |
| 2570 | Deferred income tax liabilities (Note 6.39) | 137,478 | 1 | 138,754 | 1 |
| 2580 | Lease liabilities - noncurrent (Note 6.14) | 79,131 | 1 | 90,035 | 1 |
| 2640 | Net defined benefit liability - noncurrent (Note 6.26) | 34,344 | 1 | 40,319 | 1 |
| 2645 | Guarantee deposits received (Note 6.27) | 20,343 | - | 19,684 | - |
| 25xx | Total noncurrent liabilities | 1,795,644 | 20 | 2,441,792 | 22 |
| 2xxx | Total Liabilities | 3,386,624 | 37 | 4,699,202 | 43 |
| Equity | |||||
| 3100 | Share capital (Note 6.28) | ||||
| 3110 | Common shares | 5,316,884 | 57 | 5,316,884 | 49 |
| 3200 | Capital surplus (Note 6.29) | 346,544 | 4 | 346,546 | 3 |
| Retained earnings (Note 6.30) | |||||
| 3310 | Legal reserve | 269,054 | 3 | 268,411 | 2 |
| 3320 | Special reserve | 321,614 | 4 | 321,614 | 3 |
| 3350 | Unappropriated retained earnings (accumulated deficit) | (518,811) | (6) | 6,434 | - |
| 3300 | Total retained earnings | 71,857 | 1 | 596,459 | 5 |
| Other equity interest (Note 6.31) | |||||
| 3410 | Exchange differences on translation of financial statement of foreign operations | (165) | - | (234) | - |
| 3420 | Unrealized gains or losses on financial assets at FVTOCI (Note 6.11) | 64,263 | 1 | 48,675 | - |
| 3400 | Total other equity interest | 64,098 | 1 | 48,441 | - |
| 3xxx | Total Equity | 5,799,383 | 63 | 6,308,330 | 57 |
| Total Liabilities and Equity | $ 9,186,007 | 100 | $ 11,007,532 | 100 |
(The accompanying notes form an integral part of the parent company only financial statements)
Zig Sheng Industrial Co., Ltd.
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Item | 2025.1.1~2025.12.31 | 2024.1.1~2024.12.31 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 6.32) | $ 6,199,259 | 100 | $ 9,418,266 | 100 |
| 5000 | Operating costs (Note 6.6) | ( 6,325,650) | ( 102) | ( 9,282,451) | ( 99) |
| 5900 | Gross profit (loss) from operations | ( 126,391) | ( 2) | 135,815 | 1 |
| 5910 | Unrealized sales benefit (loss) | ( 184) | - | ( 496) | - |
| 5920 | Realized sales benefit (loss) | 496 | - | 1,487 | - |
| 5950 | Gross profit (loss) from operations - net | ( 126,079) | ( 2) | 136,806 | 1 |
| Operating expenses (Note 6.37) | |||||
| 6100 | Selling expenses | ( 178,920) | ( 3) | ( 260,912) | ( 3) |
| 6200 | Administrative expenses | ( 90,938) | ( 1) | ( 93,399) | ( 1) |
| 6300 | Research and development expenses | ( 50,846) | ( 1) | ( 46,086) | - |
| 6000 | Total operating expenses | ( 320,704) | ( 5) | ( 400,397) | ( 4) |
| 6900 | NET OPERATING INCOME (LOSS) | ( 446,783) | ( 7) | ( 263,591) | ( 3) |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Note 6.33) | 373 | - | 469 | - |
| 7010 | Other income (Note 6.34) | 174,566 | 3 | 149,107 | 2 |
| 7020 | Other gains and losses (Note 6.35) | ( 307,226) | ( 5) | 135,006 | 1 |
| 7050 | Finance costs (Note 6.36) | ( 57,319) | ( 1) | ( 38,782) | - |
| 7070 | Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method (Note 6.12) | ( 192) | - | ( 778) | - |
| 7000 | Total non-operating income and expenses | ( 189,798) | ( 3) | 245,022 | 3 |
| 7900 | INCOME (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS | ( 636,581) | ( 10) | ( 18,569) | - |
| 7950 | INCOME TAX BENEFIT (EXPENSE) (Note 6.39) | 112,108 | 2 | 23,819 | - |
| 8200 | NET INCOME (LOSS) | ( 524,473) | ( 8) | 5,250 | - |
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||
| Items that will not be reclassified to profit or loss: | |||||
| 8311 | Remeasurements of defined benefit plan (Note 6.26) | ( 161) | - | 1,480 | - |
| 8316 | Unrealized measurement gains or losses on equity instruments measured at FVTOCI (Note 6.31) | 15,588 | - | ( 5,396) | - |
| 8349 | Income tax related to items that will not be reclassified (Note 6.39) | 32 | - | ( 296) | - |
| 8310 | Total items that will not be reclassified to profit or loss | 15,459 | - | ( 4,212) | - |
| Total items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translation of financial statements of foreign operations | 69 | - | 733 | - |
| 8360 | Total items that may be reclassified subsequently to profit or loss | 69 | - | 733 | - |
| 8300 | Other comprehensive income (loss), net | 15,528 | - | ( 3,479) | - |
| 8500 | TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | ($ 508,945) | ( 8) | $ 1,771 | - |
| EARNINGS PER SHARE | |||||
| 9750 | Basic earnings (loss) per share (Note 6.40) | ($ 0,99) | $ 0,01 |
(The accompanying notes form an integral part of the parent company only financial statements)
Zig Sheng Industrial Co., Ltd.
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Item | Share Capital - Common Shares | Capital Surplus | Retained Earnings | Other Equity | Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) | Exchange differences from translation of foreign operations | Unrealized gains or losses on financial assets at FVTOCI | |||||
| A1 | Balance on January 1, 2024 Appropriation and distribution of earnings: | $ 5,316,884 | $ 346,343 | $ 341,448 | $ 321,614 | ($ 73,037) | ($ 967) | $ 54,071 | $ 6,306,356 |
| B13 | Legal reserve for covering losses | - | - | ( 73,037) | - | 73,037 | - | - | - |
| C17 | Dividends not claimed by shareholders after the expiration of the time limit | - | 203 | - | - | - | - | - | 203 |
| D1 | Net profit for 2024 | - | - | - | - | 5,250 | - | - | 5,250 |
| D3 | Other comprehensive income for 2024 | - | - | - | - | 1,184 | 733 | ( 5,396) | ( 3,479) |
| D5 | Total comprehensive income for 2024 | - | - | - | - | 6,434 | 733 | ( 5,396) | 1,771 |
| Z1 | Balance on December 31, 2024 | $ 5,316,884 | $ 346,546 | $ 268,411 | $ 321,614 | $ 6,434 | ($ 234) | $ 48,675 | $ 6,308,330 |
| A1 | Balance on January 1, 2025 Appropriation and distribution of earnings: | $ 5,316,884 | $ 346,546 | $ 268,411 | $ 321,614 | $ 6,434 | ($ 234) | $ 48,675 | $ 6,308,330 |
| B1 | Set aside legal reserve | - | - | 643 | - | ( 643) | - | - | - |
| C17 | Dividends not claimed by shareholders after the expiration of the time limit | - | ( 2) | - | - | - | - | - | ( 2) |
| D1 | Net loss for 2025 | - | - | - | - | ( 524,473) | - | - | ( 524,473) |
| D3 | Other comprehensive income for 2025 | - | - | - | - | ( 129) | 69 | 15,588 | 15,528 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | ( 524,602) | 69 | 15,588 | ( 508,945) |
| Z1 | Balance on December 31, 2025 | $ 5,316,884 | $ 346,544 | $ 269,054 | $ 321,614 | ($ 518,811) | ($ 165) | $ 64,263 | $ 5,799,383 |
(The accompanying notes form an integral part of the parent company only financial statements)
Zig Sheng Industrial Co., Ltd.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Item | 2025.1.1~2025.12.31 | 2024.1.1~2024.12.31 |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES – INDIRECT METHOD | |||
| A00010 | Net profit (loss) before income tax from continuing operations | ($ 636,581) | ($ 18,569) |
| Adjustments: | |||
| Income/gain or expense/loss items not affecting cash flows | |||
| A20100 | Depreciation expense | ||
| (including depreciation of right-of-use assets and investment properties) | 317,334 | 334,004 | |
| A20200 | Amortization expense | 36,701 | 38,250 |
| A20400 | Net loss (gain) on financial assets and liabilities measured at FVTPL | 41,707 | ( 126,914) |
| A20900 | Interest expense | 55,354 | 54,429 |
| A21200 | Interest income | ( 373) | ( 469) |
| A21300 | Dividend income | ( 61,239) | ( 36,125) |
| A22400 | Share of loss (profit) of subsidiaries, associates, and joint ventures under equity method | 192 | 778 |
| A22500 | Loss (gain) on disposal or scrapping of property, plant and equipment | ( 510) | 16 |
| A22600 | Property, plant and equipment transferred as expenses | 529 | - |
| A23100 | Net loss (gain) from disposal of investments | 31,932 | 19,762 |
| A23700 | Impairment loss on non-financial assets | 128,703 | - |
| A23900 | Unrealized sales loss (benefit) | 184 | 496 |
| A24000 | Realized sales benefit (loss) | ( 496) | ( 1,487) |
| A29900 | Reclassified to other expense | - | 2,825 |
| A20010 | Total income/gain or expense/loss items not affecting cash flows | 550,018 | 285,565 |
| Changes in operating assets and liabilities | |||
| Net changes in operating assets | |||
| A31115 | Decrease (increase) in financial assets mandatorily measured at FVTPL | 273,700 | ( 129,982) |
| A31130 | Decrease (increase) in notes receivable | 6,036 | 63,278 |
| A31150 | Decrease (increase) in accounts receivable | 596,490 | 214,725 |
| A31160 | Decrease (increase) in accounts receivable – related parties | 13,265 | 12,535 |
| A31180 | Decrease (increase) in other receivables | 15,177 | ( 14,876) |
| A31200 | Decrease (increase) in inventories | 1,019,033 | ( 120,049) |
| A31230 | Decrease (increase) in prepayments | 24,345 | 3,003 |
| A31240 | Decrease (increase) in other current assets - other | ( 238) | 22,228 |
| Net changes in operating liabilities | |||
| A32125 | Increase (decrease) in contract liabilities | ( 8,030) | ( 4,873) |
| A32130 | Increase (decrease) in notes payable | ( 22,861) | ( 61,698) |
| A32150 | Increase (decrease) in accounts payable | ( 315,810) | 55,648 |
| A32160 | Increase (decrease) in accounts payable – related parties | 12 | ( 51) |
| A32180 | Increase (decrease) in other payables | 3,782 | 19,248 |
| A32190 | Increase (decrease) in other payables – related parties | ( 40) | 38 |
| A32200 | Increase (decrease) in provisions | ( 1,680) | 3,461 |
| A32230 | Increase (decrease) in other current liabilities - other | ( 494) | ( 1,716) |
| A32240 | Increase (decrease) in net defined benefit liabilities | ( 6,136) | ( 16,009) |
| A30000 | Total net changes in operating assets and liabilities | 1,596,551 | 44,910 |
| A33000 | Cash generated from (used in) operations | 1,509,988 | 311,906 |
| A33100 | Interest received | 373 | 469 |
| A33200 | Dividend received | 61,079 | 35,885 |
| A33300 | Interest paid | ( 55,834) | ( 54,996) |
| A33500 | Income taxes refunded (paid) | ( 7) | ( 14) |
| AAAA | Net cash flows from (used in) operating activities | 1,515,599 | 293,250 |
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| Code | Item | 2025.1.1~2025.12.31 | 2024.1.1~2024.12.31 |
|---|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B00010 | Acquisition of FVTOCI financial assets | ($ 10,000) | ($ 4,000) |
| B00030 | Proceeds from capital reduction of financial assets measured at FVTOCI | 3,728 | 3,864 |
| B02700 | Acquisition of property, plant and equipment | ( 54,921) | ( 154,798) |
| B02800 | Disposal of property, plant and equipment | 510 | – |
| B03800 | Decrease in refundable deposits | 7,018 | 7,281 |
| B04500 | Acquisition of intangible assets | ( 1,497) | ( 1,394) |
| B05400 | Acquisition of investment properties | ( 41,291) | ( 153,201) |
| B06600 | Decrease in other financial assets | ( 321) | – |
| B06700 | Increase in other noncurrent assets - other | ( 22,692) | ( 39,918) |
| B07100 | Increase in prepayments for equipment | ( 320,511) | ( 697,698) |
| BBBB | Net cash flows from (used in) investing activities | ( 439,977) | ( 1,039,864) |
| CASH FLOWS FROM FINANCING ACTIVITIES: (Note 6.36) | |||
| C00100 | Increase (decrease) in short-term borrowings | ( 984,900) | 375,000 |
| C00500 | Increase (decrease) in short-term notes and bills payable | 50,000 | ( 580,000) |
| C01600 | Proceeds from long-term borrowings | – | 953,000 |
| C03000 | Increase in guarantee deposits received | 659 | 2,274 |
| C04020 | Lease principal repayments | ( 12,027) | ( 11,994) |
| C09900 | Undrawn overdue dividends payable transferred to capital surplus | – | 203 |
| CCCC | Net cash flows from (used in) financing activities | ( 946,268) | 738,483 |
| EEEE | NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 129,354 | ( 8,131) |
| E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 112,547 | 120,678 |
| E00200 | CASH AND CASH EQUIVALENTS, END OF YEAR | $ 241,901 | $ 112,547 |
| E00210 | RECORDED CASH AND CASH EQUIVALENTS ON THE PARENT COMPANY ONLY BALANCE SHEET | $ 241,901 | $ 112,547 |
(The accompanying notes form an integral part of the parent company only financial statements)
Appendix 3
Independent Auditors' Report
To: Zig Sheng Industrial Co., Ltd.
Opinion
We have audited the consolidated financial statements of Zig Sheng Industrial Co., Ltd. and Subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including a summary of significant accounting policies (together "Consolidated Financial Statements").
In our opinion, the accompanying Consolidated Financial Statements present fairly, in all material respects, the financial position of the Group as of December 31, 2025 and 2024, its financial performance and its cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, and the related interpretations endorsed and issued into effect by the Financial Supervisory Commission (together "IFRSs").
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 of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountant of the Republic of China (the "Code") and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and, in forming our opinion thereon; we do not provide a separate opinion on these matters.
Key audit matters for the Consolidated Financial Statements for the year ended December 31, 2025 are stated as follows:
Revenue recognition
Revenue generation is a fundamental business activity of an enterprise as a going concern, it is crucial to the operating performance of an enterprise. Due to ubiquitous pressure of achieving projected financial or sales targets by management, revenue recognition is considered to have higher fraudulent risk by the auditing standards. Therefore, we list the timing of transfer of risks and rewards of sold products and the recognition of sales revenue as one of the key audit matters.
For the accounting policies regarding revenue recognition, please refer to Note 4.32 of the Consolidated Financial Statements : For illustration to the revenue items, please refer to disclosure in Note 6.32 of the Consolidated Financial Statements. Our key audit procedures performed in respect of the above area included the following:
- Tested the effectiveness of the Group's design and implementation of its internal controls over sales and receivable cycles, evaluated the appropriateness of revenue recognition on a test basis.
- Understood the categories and specifications of products sold to top ten clients, evaluated the reasonableness of the sales revenue and accounts receivable turnover (days) and analyzed if there is any abnormality.
- Evaluated the accuracy of the timing of transfer of risks and rewards of sold products and the recognition of sales revenue by selecting and testing a sample of sales transactions before and after the shipment cut-off date.
Valuation of inventories
The main inventories of the Group are Polyester Fully Oriented Yarn, Caprolactam and the related products and are measured using lower of cost or net realizable value. Due to rapid changes in the industry where the Group resides, the sales prices of the Group's products are easily affected by the prices of international raw materials and may fluctuate drastically. This leads to risk that the inventory costs may exceed their net realizable value and resulted in slow-moving or obsolete inventories. And since the Group's management, through assessment of respective outside evidence, is relied to perform the subsequent measurements and recognition, we list inventory valuation as one of the key audit matters.
For the accounting policies regarding inventories, please refer to Note 4.15 of the Consolidated Financial Statements : For illustration to the inventory items, please refer to disclosure in Note 6.6 of the Consolidated Financial Statements. Our key audit procedures performed in respect of the above area included the following:
- Based on the understanding of the Group's operations and nature of the industry, assessed the reasonableness of the policies and procedures adopted for recording allowance to reduce inventory to market.
-
Reviewed inventory aging reports, analyzed changes in the inventory aging and assessed whether or not the subsequent measurements were performed according to the accounting policies.
-
23 -
- Understood and assessed the reasonableness of the basis of net realizable value used by the management, selected samples and agreed to the relating supporting documents to test the accuracy of the amounts, then evaluated whether or not the management’s disclosures regarding the subsequent measurements of inventories were appropriate.
Other matters – Parent Company Only Financial Statements
Zig Sheng Industrial Co., Ltd. had prepared the 2025 and 2024 parent company only financial statements, along with the independent auditors’ report with unqualified opinion issued, available for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for preparation and fair presentation of the Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs and for such internal control as management determines necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Consolidated Financial Statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group, to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with the auditing standards of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting
-
24 -
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, determine whether any material uncertainty exists in the events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the guidance, supervision and performance for the audit of the Group. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned audit scope, timing of the audit and significant audit findings, including any significant deficiencies in internal control that we have identified 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 affect our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless the laws or regulations preclude public disclosure on the matter or when, in extremely rare circumstances, we determine that the matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to be greater the additional benefits brought to the public from such communication.
- 25 -
The engagement partners on the audit resulting in this independent auditors’ report are Chen, Kui-Mei and Lin, Chih-Lung.
Crowe (TW) CPAs
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying Consolidated Financial Statements are intended only to present the Consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such Consolidated Financial Statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying Consolidated Financial Statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and Consolidated Financial Statements shall prevail.
- 26 -
Zig Sheng Industrial Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Assets | |||||
| 1100 | Cash and cash equivalents (Note 6.1) | $ 267,108 | 3 | $ 140,118 | 1 |
| 1110 | Financial assets at FVTPL – current (Note 6.2) | 610,177 | 7 | 961,158 | 9 |
| 1150 | Notes receivable, net (Note 6.3) | 33,643 | – | 39,748 | – |
| 1170 | Accounts receivable, net (Note 6.4) | 414,267 | 5 | 1,008,834 | 9 |
| 1180 | Accounts receivable - related parties, net (Note 6.4,7) | 413 | – | 15,935 | – |
| 1200 | Other receivables (Note 6.5) | 11,642 | – | 26,003 | – |
| 1220 | Current-period income tax assets (Note 6.39) | 55 | – | 43 | – |
| 130x | Inventories (Note 6.6) | 1,165,652 | 12 | 2,003,779 | 19 |
| 1410 | Prepayments (Note 6.7) | 15,089 | – | 39,394 | – |
| 1460 | Noncurrent assets held for sale (Note 6.8) | 188,525 | 2 | – | – |
| 1476 | Other financial assets – current (Note 6.9) | 321 | – | – | – |
| 1479 | Other current assets - other (Note 6.10) | 238 | – | – | – |
| 11xx | Total current assets | 2,707,130 | 29 | 4,235,012 | 38 |
| Noncurrent Assets | |||||
| 1517 | Financial assets at FVTOCI – noncurrent (Note 6.11) | 197,426 | 2 | 175,566 | 2 |
| 1600 | Property, plant and equipment (Note 6.13) | 4,034,426 | 44 | 4,587,607 | 41 |
| 1755 | Right-of-use assets (Note 6.14) | 87,847 | 1 | 99,264 | 1 |
| 1760 | Investment properties, net (Note 6.15) | 999,919 | 11 | 982,558 | 9 |
| 1780 | Intangible assets (Note 6.16) | 2,321 | – | 3,094 | – |
| 1840 | Deferred income tax assets (Note 6.39) | 275,952 | 3 | 165,166 | 2 |
| 1915 | Prepayments for equipment | 809,808 | 9 | 700,035 | 7 |
| 1920 | Refundable deposits (Note 6.17) | 4,087 | – | 11,101 | – |
| 1990 | Other noncurrent assets – other (Note 6.18) | 68,835 | 1 | 51,203 | – |
| 15xx | Total noncurrent assets | 6,480,621 | 71 | 6,775,594 | 62 |
| 1xxx | Total Assets | $ 9,187,751 | 100 | $ 11,010,606 | 100 |
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| Code | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current Liabilities | |||||
| 2100 | Short-term borrowings (Note 6.19) | $ 300,100 | 3 | $ 1,285,000 | 13 |
| 2110 | Short-term notes and bills payable (Note 6.20) | 49,989 | 1 | - | - |
| 2130 | Contract liabilities - current (Note 6.32) | 18,325 | - | 28,460 | - |
| 2150 | Notes payable (Note 6.21) | 89,552 | 1 | 112,413 | 1 |
| 2170 | Accounts payable (Note 6.21) | 207,694 | 2 | 522,796 | 5 |
| 2180 | Accounts payable - related parties (Note 7) | 87 | - | 75 | - |
| 2200 | Other payables (Note 6.22) | 253,622 | 3 | 264,767 | 2 |
| 2220 | Other payables - related parties (Note 7) | - | - | 29 | - |
| 2250 | Provisions - current (Note 6.23) | 30,769 | - | 32,449 | - |
| 2280 | Lease liabilities - current (Note 6.14) | 12,535 | - | 12,764 | - |
| 2320 | Long-term liabilities due within one year or one business cycle (Note 6.25) | 628,652 | 7 | - | - |
| 2399 | Other current liabilities - other (Note 6.24) | 1,237 | - | 1,731 | - |
| 21xx | Total current liabilities | 1,592,562 | 17 | 2,260,484 | 21 |
| Noncurrent Liabilities | |||||
| 2540 | Long-term borrowings (Note 6.25) | 1,524,348 | 17 | 2,153,000 | 19 |
| 2570 | Deferred income tax liabilities (Note 6.39) | 137,478 | 1 | 138,754 | 1 |
| 2580 | Lease liabilities - noncurrent (Note 6.14) | 79,293 | 1 | 90,035 | 1 |
| 2640 | Net defined benefit liability - noncurrent (Note 6.26) | 34,344 | 1 | 40,319 | 1 |
| 2645 | Guarantee deposits received (Note 6.27) | 20,343 | - | 19,684 | - |
| 25xx | Total noncurrent liabilities | 1,795,806 | 20 | 2,441,792 | 22 |
| 2xxx | Total Liabilities | 3,388,368 | 37 | 4,702,276 | 43 |
| Equity | |||||
| Equity attributable to owners of the parent | |||||
| 3100 | Share capital | ||||
| 3110 | Common shares (Note 6.28) | 5,316,884 | 57 | 5,316,884 | 49 |
| 3200 | Capital surplus (Note 6.29) | 346,544 | 4 | 346,546 | 3 |
| Retained earnings (Note 6.30) | |||||
| 3310 | Legal reserve | 269,054 | 3 | 268,411 | 2 |
| 3320 | Special reserve | 321,614 | 4 | 321,614 | 3 |
| 3350 | Unappropriated retained earnings (accumulated deficit) | (518,811) | (6) | 6,434 | - |
| 3300 | Total retained earnings | 71,857 | 1 | 596,459 | 5 |
| Other equity interest (Note 6.31) | |||||
| 3410 | Exchange differences on translation of financial statements of foreign operations | (165) | - | (234) | - |
| 3420 | Unrealized gains or losses on financial assets at FVTOCI (Note 6.11) | 64,263 | 1 | 48,675 | - |
| 3400 | Total other equity interest | 64,098 | 1 | 48,441 | - |
| 31xx | Total equity attributable to owners of the parent | 5,799,383 | 63 | 6,308,330 | 57 |
| 3xxx | Total Equity | 5,799,383 | 63 | 6,308,330 | 57 |
| Total Liabilities and Equity | $ 9,187,751 | 100 | $ 11,010,606 | 100 |
(The accompanying notes form an integral part of the parent company only financial statements)
Zig Sheng Industrial Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Item | 2025.1.1~2025.12.31 | 2024.1.1~2024.12.31 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 6.32) | $ 6,202,347 | 100 | $ 9,427,002 | 100 |
| 5000 | Operating costs (Note 6.6, 6.37) | ( 6,327,887) | ( 102) | ( 9,286,778) | ( 99) |
| 5900 | Gross profit (loss) from operations | ( 125,540) | ( 2) | 140,224 | 1 |
| Operating expenses (Note 6.37) | |||||
| 6100 | Selling expenses | ( 180,837) | ( 2) | ( 262,635) | ( 3) |
| 6200 | Administrative expenses | ( 94,158) | ( 2) | ( 97,606) | ( 1) |
| 6300 | Research and development expenses | ( 50,846) | ( 1) | ( 46,086) | - |
| 6000 | Total operating expenses | ( 325,841) | ( 5) | ( 406,327) | ( 4) |
| 6900 | NET OPERATING INCOME (LOSS) | ( 451,381) | ( 7) | ( 266,103) | ( 3) |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Note 6.33) | 542 | - | 629 | - |
| 7010 | Other income (Note 6.34) | 177,337 | 3 | 149,143 | 2 |
| 7020 | Other gains and losses (Note 6.35) | ( 305,505) | ( 5) | 136,840 | 1 |
| 7050 | Finance costs (Note 6.36) | ( 57,334) | ( 1) | ( 38,773) | - |
| 7000 | Total non-operating income and expenses | ( 184,960) | ( 3) | 247,839 | 3 |
| 7900 | INCOME (LOSS) BEFORE INCOME TAX FROM CONTINUING OPERATIONS | ( 636,341) | ( 10) | ( 18,264) | - |
| 7950 | INCOME TAX BENEFIT (EXPENSE) (Note 6.39) | 111,868 | 2 | 23,514 | - |
| 8200 | NET INCOME (LOSS) | ( 524,473) | ( 8) | 5,250 | - |
| OTHER COMPREHENSIVE INCOME (LOSS) (Note 6.31) | |||||
| Items that will not be reclassified to profit or loss: | |||||
| 8311 | Remeasurements of defined benefit plan (Note 6.26) | ( 161) | - | 1,480 | - |
| 8316 | Unrealized measurement gains or losses on equity instruments measured at FVTOCI (Note 6.31) | 15,588 | - | ( 5,396) | - |
| 8349 | Income tax related to items that will not be reclassified (Note 6.39) | 32 | - | ( 296) | - |
| 8310 | Total items that will not be reclassified to profit or loss | 15,459 | - | ( 4,212) | - |
| 8360 | Total items that may be reclassified subsequently to profit or loss | 69 | - | 733 | - |
| 8361 | Exchange differences on translation of financial statements of foreign operations | 69 | - | 733 | - |
| 8300 | Other comprehensive income (loss), net | 15,528 | - | ( 3,479) | - |
| 8500 | TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR | ($ 508,945) | ( 8) | $ 1,771 | - |
| 8600 | Net income (loss) attributable to: | ||||
| 8610 | Owners of the parent | ($ 524,473) | ( 8) | $ 5,250 | - |
| 8700 | Total comprehensive income (loss) attributable to: | ||||
| 8710 | Owners of the parent (comprehensive income) | ($ 508,945) | ( 8) | $ 1,771 | - |
| EARNINGS PER SHARE | |||||
| 9750 | Basic earnings (loss) per share (Note 6.40) | ($ 0.99) | $ 0.01 |
(The accompanying notes form an integral part of the consolidated financial statements)
Zig Sheng Industrial Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Item | Equity attributable to owners of the parent | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Share Capital - Common Shares | Capital Surplus | Retained Earnings | Other Equity | Total Equity | |||||
| Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) | Exchange differences from translation of foreign operations | Unrealized gains or losses on financial assets at FVTOCI | |||||
| A1 | Balance on January 1, 2024 | $ 5,316,884 | $ 346,343 | $ 341,448 | $ 321,614 | ($ 73,037) | ($ 967) | $ 54,071 | $ 6,306,356 |
| Appropriation and distribution of earnings: | |||||||||
| B13 | Legal reserve for covering losses | - | - | ( 73,037) | - | 73,037 | - | - | - |
| C17 | Dividends not claimed by shareholders after the expiration of the time limit | - | 203 | - | - | - | - | - | 203 |
| D1 | Net profit for 2024 | - | - | - | - | 5,250 | - | - | 5,250 |
| D3 | Other comprehensive income for 2024 | - | - | - | - | 1,184 | 733 | ( 5,396) | ( 3,479) |
| D5 | Total comprehensive income for 2024 | - | - | - | - | 6,434 | 733 | ( 5,396) | 1,771 |
| Z1 | Balance on December 31, 2024 | $ 5,316,884 | $ 346,546 | $ 268,411 | $ 321,614 | $ 6,434 | ($ 234) | $ 48,675 | $ 6,308,330 |
| A1 | Balance on January 1, 2025 | $ 5,316,884 | $ 346,546 | $ 268,411 | $ 321,614 | $ 6,434 | ($ 234) | $ 48,675 | $ 6,308,330 |
| Appropriation and distribution of earnings: | |||||||||
| B1 | Set aside legal reserve | - | - | 643 | - | ( 643) | - | - | - |
| C17 | Dividends not claimed by shareholders after the expiration of the time limit | - | ( 2) | - | - | - | - | - | ( 2) |
| D1 | Net loss for 2025 | - | - | - | - | ( 524,473) | - | - | ( 524,473) |
| D3 | Other comprehensive income for 2025 | - | - | - | - | ( 129) | 69 | 15,588 | 15,528 |
| D5 | Total comprehensive income for 2025 | - | - | - | - | ( 524,602) | 69 | 15,588 | ( 508,945) |
| Z1 | Balance on December 31, 2025 | $ 5,316,884 | $ 346,544 | $ 269,054 | $ 321,614 | ($ 518,811) | ($ 165) | $ 64,263 | $ 5,799,383 |
(The accompanying notes form an integral part of the parent company only financial statements)
Zig Sheng Industrial Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: Thousands of New Taiwan Dollars
| Code | Item | 2025.1.1~2025.12.31 | 2024.1.1~2024.12.31 |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES – INDIRECT METHOD | |||
| A00010 | Net profit (loss) before tax from continuing operations | ($ 636,341) | ($ 18,264) |
| Adjustments: | |||
| Income/gain or expense/loss items not affecting cash flows | |||
| A20100 | Depreciation expense | 317,796 | 334,478 |
| (including depreciation of right-of-use assets and investment properties) | |||
| A20200 | Amortization expense | 36,701 | 38,250 |
| A20400 | Net loss (gain) on financial assets and liabilities measured at FVTPL | 41,707 | ( 126,914) |
| A20900 | Interest expense | 55,364 | 54,435 |
| A21200 | Interest income | ( 542) | ( 629) |
| A21300 | Dividend income | ( 61,239) | ( 36,125) |
| A22500 | Net loss (gain) on disposal or scrapping of property, plant and equipment | ( 510) | 16 |
| A22600 | Property, plant and equipment transferred as expenses | 529 | - |
| A23100 | Net loss (gain) from disposal of investments | 31,957 | 19,762 |
| A23700 | Impairment loss on non-financial assets | 128,703 | - |
| A29900 | Reclassified to other expense | - | 2,825 |
| A20010 | Total income/gain or expense/loss items not affecting cash flows | 550,466 | 286,098 |
| Changes in operating assets and liabilities | |||
| Net changes in operating assets | |||
| A31115 | Decrease (increase) in financial assets mandatorily measured at FVTPL | 273,700 | ( 129,982) |
| A31130 | Decrease (increase) in notes receivable | 6,105 | 63,209 |
| A31150 | Decrease (increase) in accounts receivable | 594,567 | 218,524 |
| A31160 | Decrease (increase) in accounts receivable – related parties | 15,522 | 9,803 |
| A31180 | Decrease (increase) in other receivables | 15,177 | ( 14,864) |
| A31200 | Decrease (increase) in inventories | 1,017,580 | ( 121,501) |
| A31230 | Decrease (increase) in prepayments | 24,305 | 3,008 |
| A31240 | Decrease (increase) in other current assets - other | ( 238) | 22,228 |
| Net changes in operating liabilities | |||
| A32125 | Increase (decrease) in contract liabilities | ( 10,135) | ( 2,763) |
| A32130 | Increase (decrease) in notes payable | ( 22,861) | ( 61,698) |
| A32150 | Increase (decrease) in accounts payable | ( 315,102) | 55,743 |
| A32160 | Increase (decrease) in accounts payable – related parties | 12 | ( 51) |
| A32180 | Increase (decrease) in other payables | 3,357 | 19,694 |
| A32190 | Increase (decrease) in other payables – related parties | ( 29) | 14 |
| A32200 | Increase (decrease) in provisions | ( 1,680) | 3,461 |
| A32230 | Increase (decrease) in other current liabilities - other | ( 494) | ( 1,747) |
| A32240 | Increase (decrease) in net defined benefit liabilities | ( 6,136) | ( 16,009) |
| A30000 | Total net changes in operating assets and liabilities | 1,593,650 | 47,069 |
| A33000 | Cash generated from (used in) operations | 1,507,775 | 314,903 |
| A33100 | Interest received | 538 | 774 |
| A33200 | Dividend received | 61,079 | 35,885 |
| A33300 | Interest paid | ( 55,844) | ( 55,003) |
| A33500 | Income taxes refunded (paid) | ( 173) | ( 76) |
| AAAA | Net cash flows from (used in) operating activities | 1,513,375 | 296,483 |
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| Code | Item | 2025.1.1~
2025.12.31 | 2024.1.1~
2024.12.31 |
| --- | --- | --- | --- |
| | CASH FLOWS FROM INVESTING ACTIVITIES | | |
| B00010 | Acquisition of FVTOCI financial assets | ($ 10,000) | ($ 4,000) |
| B00030 | Returned capital from FVTOCI financial assets | 3,728 | 3,864 |
| B02700 | Acquisition of property, plant and equipment | ( 54,921) | ( 154,798) |
| B02800 | Disposal of property, plant and equipment | 510 | – |
| B03800 | Decrease in refundable deposits | 7,014 | 7,278 |
| B04500 | Acquisition of intangible assets | ( 1,497) | ( 1,394) |
| B05400 | Acquisition of investment properties | ( 41,291) | ( 153,201) |
| B06600 | Decrease in other financial assets | ( 321) | – |
| B06700 | Increase in other noncurrent assets - other | ( 22,692) | ( 39,918) |
| B07100 | Increase in prepayments for equipment | ( 320,230) | ( 697,698) |
| BBBB | Net cash flows from (used in) investing activities | ( 439,700) | ( 1,039,867) |
| | CASH FLOWS FROM FINANCING ACTIVITIES | | |
| C00100 | Increase (decrease) in short-term borrowings | ( 984,900) | 375,000 |
| C00600 | Increase (decrease) in short-term notes and bills payable | 50,000 | ( 580,000) |
| C01600 | Proceeds from long-term borrowings | – | 953,000 |
| C03000 | Increase in guarantee deposits received | 659 | 2,274 |
| C04020 | Lease principal repayments | ( 12,488) | ( 12,391) |
| C09900 | Undrawn overdue dividends payable transferred to capital surplus | – | 203 |
| CCCC | Net cash flows from (used in) financing activities | ( 946,729) | 738,086 |
| DDDD | Effects on cash and cash equivalents due to fluctuations in exchange rates | 44 | 733 |
| EEEE | NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 126,990 | ( 4,565) |
| E00100 | CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 140,118 | 144,683 |
| E00200 | CASH AND CASH EQUIVALENTS, END OF YEAR | $ 267,108 | $ 140,118 |
(The accompanying notes form an integral part of the consolidated financial statements)
Appendix 4.
Zig Sheng Industrial Co., Ltd.
Articles of Incorporation
Chapter 1 General Provisions
Article 1
The Company shall be incorporated as a company limited by shares under the Company Act and its name is Zig Sheng Industrial Co., Ltd.
Article 2
The scope of businesses of the company shall be as follows :
1. Various fibers、synthetic fibers、spinning and weaving of nylon filament、dyeing and finishing、textile printing、processing、trade export、bidding and agency business.
2. Entrust the construction company to develop the industrial zone approved by the competent industrial authority.
3. Commissioned construction manufacturers to build national residential and commercial buildings for rental and sale.
4. Bowling course, skating rink, golf driving range (less than five holes), amusement park (except gambling), swimming pool, tennis court, riding range, etc.
5. Production, sales and import and export business of fiber raw materials in petrochemical industry.
6. Production, sales, import and export business of polyester bottle and polyester film.
All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3
The Company is incorporated in Taoyuan city, the Board of Directors may by resolution approve the establishment of domestic and international branches where it deems necessary.
Article 4
The Company may provide endorsements and guarantees to the external depending upon the business needs. The operation procedure thereof shall be handled according to the Endorsement and Guarantee Policies of the Company.
Article 4-1
The total investment amount of the Company may exceed forty percent of the paid-in capital by Board of Directors' resolution.
Chapter 2 Share Capital
Article 5
The Company's authorized capital is NTD 8 billion, which is divided into 800 million shares. Each share carries a face value of NTD 10,
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and the Board of Directors has been authorized to issue them in installments.
Article 6 For the shares issued by the Company, the printing of share certificates may be exempted; however, they shall be registered with the Centralized Securities Depository Enterprises.
Article 7 Registration of share transfer shall be closed within 60 days prior to Regular meeting of shareholders, or within 30 days prior to Special meeting of shareholders or within 5 days prior to the record date on which Company distributes the dividends or bonuses.
Chapter 3 Shareholders' Meeting
Article 8 Shareholders' meeting shall be of the following two kinds:
- Regular meeting of shareholders: shall be held once a year within 6 months of the end of the Company's financial year.
- Special meeting of shareholders: to be held in accordance with the law.
A shareholders meeting shall, unless otherwise provided for in Company Act, be convened by the Board of Directors.
Article 8-1 30 days prior to the convention of the Regular meeting of shareholders, and 15 days prior to the convention of the Special meeting of shareholders, a notice indicating the date, location of the meeting and the reason of convention shall be issued to each shareholder in writing or may be informed via electronic method upon the consent of the counterparty; provided that for shareholders with the holding of less than 1,000 shares, announcement method may be adopted.
Article 8-2 Deleted.
Article 9 Unless otherwise stipulated by the Company Act and the Articles of Incorporation, shareholders' meeting shall be conducted in accordance with the Company's Meeting Rules of Shareholders.
Article 10 Except when otherwise regulated by the Company Act, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
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Article 11
If a shareholder is unable to attend a meeting, the shareholder may, in accordance with the Article 177 of the Company Act, the company shall issue a power of attorney issued by the company, stating the scope of the authorization, and entrust the agent to attend.
Article 11-1
Each share of stock owned by shareholders shall be entitled for one vote, except for those shares without voting rights as set forth in Article 179, paragraph 2 of the Company Act.
When a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.
Article 12
Resolutions made in a shareholders’ meeting shall be recorded in the meeting minutes and shall be prepared, preserved and issued to all shareholders according to Article 183 of the Company Act.
Chapter 4 Directors、Audit Committee and Managerial Personnel
Article 13
The Company shall have nine directors (including three independent directors), the list of candidates for a term of 3 years and may be re-elected. The total number of registered shares held by all of the directors shall not be less than the percentage specified by the competent authority according to the laws.
Directors shall be elected by adopting candidate nomination system in accordance with the Article 192-1 of Company Act. A shareholder shall elect from the nominees listed in the roster of candidates.
The election of Independent and non-Independent Directors should be held together. Moreover, in order to ensure the election of at least two Independent Directors of each election, the Independent and non-Independent Directors elected should be calculated separately.
Pursuant to Article 14-4 of the Securities and Exchange Act, the Company will establish an Audit Committee. The Audit Committee shall make up of the entire number of Independent Directors, is responsible of executing powers relegated to supervisors by the Company Act, and other laws and regulations. The organizing members, exercise of powers and other matters to be abided by the Audit Committee shall follow related laws, regulations or rules or regulation of the Company. The organization regulations of the Audit Committee shall be adopted by the Board of Director.
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Article 14 When the number of vacancies of directors reaches one third of the total number of directors or when all of the independent directors are discharged, the Board of Directors shall convene an extraordinary shareholders' meeting within sixty days to fill the vacancies, and the term of office thereof shall be limited to fulfill the unexposed term of office of the predecessor.
Article 15 Deleted.
Article 16 The Board of Directors organizing the Board of Directors' meeting shall exercise the authorities of the directors according to the laws, and shall be attended by more than two-thirds of the directors along with the consents of the majority of the attending directors in order to elect a Chairman among the directors, the Chairman for the execution of all Company's businesses, and shall externally represent the company.
Article 17 Unless otherwise stipulated by the Company Act and the Articles of Incorporation, the board of directors' meeting shall be conducted in accordance with the Company's regulations for the Board of Directors' meeting.
Article 18 Unless otherwise provided in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors. If the Director is unable to attend the Directors' meeting, may authorize another director to act on behalf in a Board meeting, but such authorization is limited to one person only.
Article 19 Resolutions made in the Board of Directors' meeting shall be recorded in the meeting minutes and shall be prepared, preserved and issued to all Directors according to Article 207 of the Company Act.
Article 20 Deleted.
Article 21 Regardless of the profit or loss, the company will pay the director's travel expenses of NT $10000 per person on a monthly basis.
Article 22 If a director of this company holds a position in the company, in addition to distributing the remuneration to the director in accordance with the articles of association, he may be paid monthly
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salary according to the level of a class of managers.
Article 23
This corporation may employ accountants and lawyers as consultants according to the needs of its business, and the appointment, removal and remuneration of such consultants shall be submitted to the board of directors for approval.
Article 23-1
The Company may have one or more managerial personnel; appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of the Company Act.
Article 23-2
The Company shall take out liability insurance for Directors and officers with respect to their liabilities resulting from exercising their duties during their terms of occupancy.
Chapter 5 Accounting
Article 24
The accounting fiscal year of the Company shall start from January 1 to December 31, and settlement shall be performed at the end of each fiscal year.
For the settlement of the Company, the Board of Directors shall prepare the business report, financial statement and proposal on distribution of surplus earnings or loss of-setting according to the Company Act, and shall submit to the Audit Committee for auditing thirty days prior to the convention of ordinary shareholders’ meeting, in order to issue a report for submission to the shareholders’ meeting for approval.
Article 25
The distribution of shareholders’ dividend shall take into consideration the changes in the outlook for the Company's businesses, the lifespan of the various products or services that have an impact on future capital needs and taxation. Shareholders’ dividend shall be distributed aimed at maintaining the stability of shareholders’ dividend distributions of the Company Act.
The board of directors measures the capital demand in the future year, and comprehensively considers the profit status, financial structure and the degree of dilution of earnings per share, and formulates an appropriate proportion of cash and stock dividends. The proposal is submitted to the shareholders' meeting for approval.
Article 26
2% of profit of the current year should be distributed as employees’ compensation and not more than 3% of profit of the current year
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should be distributed as Directors' remuneration in the case where there are profits for the current year. However, the Company's accumulated losses shall have been covered.
At least 50% of the employee remuneration referred to in the preceding paragraph shall be paid to non-executive employees. However, the company's accumulated losses shall have been covered. The decision on the allocation ratio for the current year shall be resolved by the board of directors.
The distribution of employee bonus shall be adopted by the Directors present at the Board meeting before being reported to the shareholders' meeting.
The actual ratio and amount of the profit distributable as Directors' remuneration shall also be determined by compensation committee, and a report of such distribution shall be submitted to the shareholders' meeting.
Article 26-1
If the company's year-end final accounts have a surplus, in addition to the income tax in accordance with the law, the losses should be made up first, and 10% is the statutory surplus reserve. In addition, according to the provisions of the competent authority, the special reserve shall be transferred or renewed, and the surplus shall not be distributed in the same year. Each year, the board of directors proposes to distribute the proposal.
If the company's surplus distribution is distributed in cash, according to paragraph 5 of Article 240 of the Company Act, the board of directors is authorized the distributable dividends after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and report to the shareholders' meeting; when it is to be distributed in the form of new shares, it shall be submitted to the shareholders' meeting for resolution before the distribution.
According to the provision of paragraph 1 of Article 241 of the Company Act, the legal reserve and the capital reserve, in whole or in part are distributed in cash; according to paragraph 5 of Article 240 of the Company Act, the distribution shall be made based on the resolution of a board of directors' meeting attended by more than two-thirds of directors with a majority of voting rights of the attending directors, which shall also be reported to the shareholders' meeting; when the distribution is made by issuing new shares, it shall be submitted to the shareholders' meeting for resolution before distribution.
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Chapter 6 Supplementary Provisions
Article 27 All matters not covered herein shall be undertaken in accordance with the Company Act of the Republic of China and the other relevant law and regulations.
| Article 28 | These Articles of Incorporation were established on July 31, 1969. | |
|---|---|---|
| The first | amendment was made on August 7, 1972. | |
| The second | amendment was made on May 14, 1974. | |
| The third | amendment was made on October 19, 1977. | |
| The fourth | amendment was made on March 24, 1981. | |
| The fifth | amendment was made on October 11, 1983. | |
| The sixth | amendment was made on August 10, 1984. | |
| The seventh | amendment was made on August 17, 1987. | |
| The eighth | amendment was made on January 21, 1991. | |
| The ninth | amendment was made on May 23, 1991. | |
| The tenth | amendment was made on April 10, 1992. | |
| The eleventh | amendment was made on December 5, 1992. | |
| The twelfth | amendment was made on May 2, 1994. | |
| The thirteenth | amendment was made on April 17, 1995. | |
| The fourteenth | amendment was made on September 23, 1996. | |
| The fifteenth | amendment was made on April 26, 1997. | |
| The sixteenth | amendment was made on April 28, 1998. | |
| The seventeenth | amendment was made on May 22, 2000. | |
| The eighteenth | amendment was made on June 13, 2001. | |
| The nineteenth | amendment was made on June 12, 2002. | |
| The twentieth | amendment was made on May 27, 2004. | |
| The twenty-first | amendment was made on June 10, 2005. | |
| The twenty-second | amendment was made on June 14, 2006. | |
| The twenty-third | amendment was made on June 14, 2010. | |
| The twenty-fourth | amendment was made on June 10, 2011. | |
| The twenty-fifth | amendment was made on June 6, 2012. | |
| The twenty-sixth | amendment was made on June 15, 2015. | |
| The twenty-seventh | amendment was made on June 27, 2016. | |
| The twenty-eighth | amendment was made on June 11, 2018. | |
| The twenty-ninth | amendment was made on June 22, 2020. | |
| The thirtieth | amendment was made on June 6, 2024. | |
| The thirty-first | amendment was made on June 10, 2025. |
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Appendix 5.
Meeting Rules of Shareholders for Zig Sheng Industrial Co., Ltd.
Approved by the Shareholders' Meeting on June 24, 2019
Article 1
The shareholders' meeting of the Company shall be held according to the rules herein.
Article 2
The term "shareholder" in these Rules refers to the shareholder himself and the agent entrusted by the shareholder.
Article 3
The location for shareholders' meeting shall be the Company's place of business or a place convenient for attendance by shareholders (or by proxies) that is suitable to holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM.
The Company shall announce, before the book closure date of the annual general meeting, the conditions, places, and time within which shareholders proposals are accepted. The timing of acceptance must not be less than ten (10) days.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item to 300 words only, and no proposal containing more than one item or more than 300 words will be included in the meeting agenda. In addition, 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.
The Company shall notify each proposing shareholder of the outcomes of their proposed motions before the date when the meeting advice is sent. Meanwhile, motions that satisfy the conditions listed in this Article shall be included as part of the meeting advice. During the shareholders' meeting, the Board of Directors shall explain the reasons why certain proposed motions are excluded from the discussion.
Shareholders who have successfully proposed their motions shall attend the annual general meeting in person or through proxy attendance and participate in the discussion.
The Company shall specify in its shareholders' meeting notices the
time during which shareholder attendance registrations will be accepted, the place to register for attendance, 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.
When convening shareholders’ meeting, the Company shall incorporate electronic vote casting as one of the alternative ways to cast the vote, and the procedure of electronic casting shall be written in the notice of stockholders’ meeting. Shareholders who vote via electronic casting is deemed as presented in person. With respect to extemporary motions, amendments of the original proposals, and substitute proposals raised in the stockholders’ meeting, those who vote via electronic casting shall be considered as abstain.
Shareholders attending the meeting shall have attendance card, sign-in card or other certificate of attendance issued by the Company. The proxy solicitor shall provide ID document for verification purpose.
Attending shareholders are required to wear conference passes and present attendance cards as proof of attendance.
Number of shareholders in attendance shall be calculated based on the number of attending shares, which equals to the sum of number of shares shown on the signed attended forms and the number of voting shares via electronic casting.
Article 4
The Company may appoint lawyers, accountants or related personnel to attend the shareholders’ meeting.
The personnel in charge of handling the affairs of the meeting shall wear identification badge or armband.
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 armband bearing the word "Proctor."
Article 5
For a shareholders’ meeting convened by the Board of Directors, the
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chairman of the Board of Directors shall preside at the meeting. If the chairman of the Board of Directors is on leave or unable to exert the rights, the chairman of the Board of Directors shall designate a Director to preside at the meeting. If no Director is so designated, the chairman of the meeting shall be elected by the Board of Directors from among themselves. If a Director presides at the meeting including the representative of an institutional director, shall be appointed at least 6 months and familiar with the financial performance and operations of the Company.
For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting; if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Article 6
The chairperson should announce commencement of meeting as soon as it is due. However, if current attendants represent less than half of the company’s outstanding shares, the chairperson may announce the postponement of the meeting up to two times, for a period totaling no more than one hour. If attending shareholders represent more than one-third but less than half of the outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of The Company Act.
After the adoption of the tentative resolution in the preceding paragraph, if the number of shares represented total no more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of The Company Act.
Article 7
If the shareholder’s meeting is convened by the Board of Directors, the Board of Directors will determine the meeting proceedings. The proceedings cannot be changed unless resolved during the shareholders meeting.
The above rule shall apply similarly to shareholders’ meetings that are convened by any authorized party other than the Board of Directors. In either of the two arrangements described above, the chairperson cannot dismiss the meeting while a motion (including extraordinary motions) is still in progress. If the chairperson violates
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the meeting policy by dismissing the meeting when they are not allowed to do so, attending shareholders may elect another chairperson with the support of more than half of the voting rights represented on-site to continue the meeting.
Once the meeting has been dismissed, shareholders shall not elect to continue the meeting with another chairperson or at a different venue except for the circumstances mentioned above.
Article 8
When a shareholder proposes a proposal or proposes an amendment or replacement to the original motion at the meeting, except for the temporary motion, it shall be seconded by other shareholders. The shares represented by the proposer and the seconder shall reach five thousandths of the voting rights of the company's issued shares.
Article 9
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Article 10
When a shareholder inquires about the items to be reported on the agenda, he shall not speak until all the reported items have been read out by the chairman or his designated person or after the report has been completed. Each person shall not speak more than two times and each time shall not exceed five minutes. The time required for the shareholders to discuss the matters on the agenda, the number of times for the shareholders to speak on the agenda, and the permitted procedures for putting forward the motions.
If a legal person is entrusted to attend the shareholders' meeting, it may appoint only one representative to attend the meeting. When a legal 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.
If a shareholder's speech exceeds the time limit, exceeds the time limit, or exceeds the scope of the topic, the chairman may stop the shareholder from speaking. If he does not stop speaking, or there is
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any other matter impeding the proceedings, the chairman may direct the picket (or security officer) to deal with the matters necessary to maintain the order of the meeting or the smooth progress of the meeting.
When the shareholders present speak, other shareholders shall not interfere with their speeches except with the consent of the chairman and the speaking shareholders. The chairman shall stop the violation and take necessary measures according to the provisions of the preceding paragraph.
Article 11
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
The chairman may, at an appropriate time, announce the conclusion of the discussion on a motion and, if necessary, suspend the discussion and put it to a vote. If it is not a motion, it will not be discussed or voted on.
Article 12
In regards to the resolution of proposals, unless otherwise provided for in the relevant law and regulation or Company's Articles of Incorporation, resolution shall be passed by a majority of the voting rights represented by the shareholders attending the meeting.
The proposal for a resolution shall be deemed approved if no objection raised by shareholders via electronic vote casting, and the Chairperson inquires and receives no objection from shareholders in attendance. The validity of such approval has the same effect as if the resolution has been put to vote.
Should objection of a proposal be raised, such proposal shall be put to vote. All proposals may be put to vote one after the other by its sequence, or may be put to vote together and numbers of votes for each proposal are counted separately.
Whichever way of the voting procedures shall be decided by the Chairperson. If there are amendments or substitute proposals for the same proposal, the sequence of which to be put to vote shall be decided by the Chairperson. If one of the two proposals has been approved, the other shall be deemed rejected and need no further vote.
Article 13
When the motion is put to the vote, the chairman shall appoint two scrutineers and several counting officers to perform all relevant
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duties, but the scrutineers shall have the status of shareholders.
Voting of motions or counting of votes for election motions shall be conducted in a public place in the shareholders' meeting. All motions shall be voted without a call of votes.
The results of the voting and election shall be announced on the spot after the counting of votes and shall be recorded.
Article 14 The attendance and voting at a shareholders meeting shall be calculated based on the number of shares, so it is not easy to count the number of people. Therefore, if a shareholder proposes to count the number of shareholders, the chairman may not accept it. When the subsequent motion is put to vote, if the quorum of shares is reached, the motion will still be passed.
Article 15 The election of Directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company.
Article 16 In the course of the meeting, the chairman may announce a break at his discretion. If a meeting fails to complete the business, it may be postponed or continued in accordance with Article 182 of the Company Act.
Article 17 In the event of major disasters or force majeure during the meeting, the chairman may order the suspension or suspension of the meeting and announce the continuation time as the case may be.
Article 18 This 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, 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.
The attendance card of the shareholders attending the meeting and the power of attorney of the proxy shall be kept in the company for at least one year. The minutes of the meeting shall be made and distributed to all shareholders within 20 days after the meeting. The minutes shall be kept permanently in the company.
The minutes of the shareholders' meeting held less than 1000 shares
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may be distributed by public announcement.
Article 19 Matters not specified in these rules of procedure shall be handled in accordance with the chairman's discretion unless otherwise prescribed by law or articles of association. If the shareholders still have any objection, they shall be dealt with in accordance with the applicable legal procedures, and shall not hinder or interfere with the proceeding of the proceedings.
Article 20 The rules herein take effect after approval at the shareholders' meeting, the same apply for any amendments.
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Appendix 6.
Current Shareholdings of Directors
- According to Article 26 of the Securities and Exchange Act and in accordance with $\lceil$ Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies $\rfloor$ , the shareholding of all Directors shall not be less than $4\%$ , and that of Supervisors shall not be less than $0.4\%$ .
If two or more Independent Directors are selected, the shareholding ratio of all Directors other than Independent Directors calculated according to the ratio mentioned in the preceding paragraph shall be reduced to $80\%$ , the minimum shareholding of all Directors of the Company shall be 17,014,028 shares.
On April 17, 2026 (the date when the Shareholders' Meeting stopped the transfer), the total number of shares outstanding is 531,688,380 shares.
- As of the closing date of the Shareholders' Meeting, the number of shares held by individual and all Directors recorded in the shareholders' register is as follows: the number of shares held by the Directors has met the requirement of Article 26 of the "Securities and Exchange Act".
| Title | Name of persons or companies | Shareholdings | Ratio of Shareholding |
|---|---|---|---|
| Directors | SU, PAI-HUANG | 28,300,455 | 5.32 % |
| YEH, PI-LU | 635,159 | 0.12 % | |
| YEH, TSUNG-HAO | 12,492,312 | 2.35 % | |
| HUNG, JUI-TING | 3,000,000 | 0.56 % | |
| YI SHENG INVESTMENT CO., LTD. | 52,783,760 | 9.93 % | |
| LAURE INTELLECT CORP. | 2,022,000 | 0.38 % | |
| Independent Directors | OU, YU-LUN | 0 | 0.00 % |
| LIN, KO-WU | 0 | 0.00 % | |
| SUNG, HERR-YEH | 0 | 0.00 % | |
| Total shareholding of all Directors | 99,233,686 | 18.66 % |
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VII. Other Matters to be Explained
In this Annual Meeting of Shareholders, the handling instructions of Shareholder's proposal are as follows:
Explanation: 1. According to article 172-1 of the Company Act, Shareholders holding more than 1% of the total number of shares issued by the Company shall submit a motion in writing to the Company for the Regular Meeting of Shareholders. The proposal shall be limited to one proposal and shall be limited to 300 words (including punctuation marks). If the proposal exceeds one or more than 300 words, it shall not be included in the motion.
- The period of accepting Shareholder's proposal in this Shareholder's Meeting is from April 11, 2026 to April 21, 2026. During the period of shareholder's proposal, the Company has not received any proposal from any Shareholder.