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Asia Air Survey Co., Ltd. — AGM Information 2026
Jun 17, 2026
52173_rns_2026-06-17_ec8ff182-befd-444c-a511-edce92fdae33.pdf
AGM Information
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亞洲航空股份有限公司
Air Asia Co., Ltd
AIR ASIA Company Limited
2026 Annual General Shareholders’ Meeting
Date & Time : June 17, 2026 (Wednesday) at 10 am
Place : No.1050, Jichang Rd., Rende Dist., Tainan City
(Same Company Building 2nd Floor)
Convening Method : Entity Shareholders’ Meeting
Present : The total outstanding eligible number of shares is 209,438,204 shares. Of those shares, 63.32% or 132,635,734 shares were represented at the meeting either in person or by a representative for the respective shareholders or electronically. The Annual General Shareholders’ Meeting was attended by 8 Directors including Chairman Lee, Woei-Shyan, Independent Director Lin, Chang-Ching (Audit Committee Convener), Director Li, Han-Ming, Director Lu, I-Hsuan, Director Sun, Hsing-Kuang, Director Li, Yu-Ying, Independent Director Wang, Shih-Kun and Independent Director Chang, Ke-Hao. It has exceeded half of the 11 Directors.
In Attendance : Chief Financial Officer : Kuo, Ssu-Tsen
Accountant of KPMG : Su, Yen-Ta
Chairman : Lee, Woei-Shyan, Chairman of the Board of Director
Recorder : Liu, Shu-Chun
Meeting Commenced : Chairman of the Meeting announced that the shareholding of shareholders present has met the regulatory requirement so that the Meeting begins.
Chairman’s Statement : (Omitted)
亞洲航空股份有限公司
Air Asia Co., Ltd
ONE. Report Items
-
Business Report of 2025
Shareholders were acknowledged. -
Audit Committee Audit Report of 2025
Shareholders were acknowledged. -
Report on the distribution of employee compensation and the allocation of remuneration to non-executive employees for 2025
Shareholders were acknowledged. -
To report the distribution of 2025 earnings
Shareholders were acknowledged. -
Directors' Remuneration Report of 2025
Shareholders were acknowledged. -
Amendments to the “Sustainable Development Best Practice Principles” report
Shareholders were acknowledged.
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亞洲航空股份有限公司
Air Asia Co., Ltd
TWO. Matters for Ratification
Matter 1: Proposal and ratify the Business Report and Financial Statements of 2025.
(Proposed by the Board of Directors)
Explanation:
(1) Financial Statements and Consolidated Financial Statements of 2025 have been audited by Yen-Ta Su and Yung-Hsiang Chen of KPMG. A collate with Business Report of 2025 have been submitted to be audited by the Audit Committee, and the auditing has been completed.
(2) Business Report, Independent Auditors’ Report and the aforementioned Financial Statements of 2025, is attached as hereto as Annex 1 and Annex 3.
Resolution:
Approval votes: 125,564,163; Disapproval votes: 54,446; Abstention votes/No votes: 7,017,125; The number of votes in favor accounted for 94.66% of the 132,635,734 voting rights of shareholders, and the case was passed as proposed.
Matter 2: Proposal and ratify for the distribution of 2025 earnings.
(Proposed by the Board of Directors)
Explanation:
Table of “Distribution of 2025 earnings” as adopted by resolution in the 12th meeting of the Company’s 10th Board meeting and reviewed by the Company’s Audit Committee, is attached as hereto as Annex 6.
Resolution:
Approval votes: 125,581,963; Disapproval votes: 66,645; Abstention votes/No votes: 6,987,126; The number of votes in favor accounted for 94.68% of the 132,635,734 voting rights of shareholders, and the case was passed as proposed.
THREE. Discussion Items
Matter 1: Amendment to the "Articles of Incorporation" of the Company.
(1) In response to potential needs of future business operations, it is proposed to add the following scopes of services to the Company's Articles of Incorporation in this amendment: "CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing", "E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering" and "F401010 International Trade", it is proposed to amend Article 2 regarding the scope of business.
(2) Comparison table for the "Articles of Incorporation" before and after revision, is attached as hereto as Annex 7.
Approval votes: 125,563,031; Disapproval votes: 61,652; Abstention votes/No votes: 7,011,051; The number of votes in favor accounted for 94.66% of the 132,635,734 voting rights of shareholders, and the case was passed as proposed.
Matter 2: Amendment to the Rules of Procedures for Shareholders' Meeting.
(1) To comply with the revisions made by the Taiwan Stock Exchange to the "Rules of Procedures for Shareholders' Meeting", it is proposed to amend Paragraph 4 of Article 3 and add Paragraphs 8 through 11 to Article 13.
(2) Comparison table for the "Rules of Procedures for Shareholders' Meeting" before and after revision, is attached as hereto as Annex 8.
Approval votes: 125,562,996; Disapproval votes: 61,696; Abstention votes/No votes: 7,011,042; The number of votes in favor accounted for 94.66% of the 132,635,734 voting rights of shareholders, and the case was passed as proposed.
FOUR. Extempore motion
None
FIVE. Meeting Adjourned
The meeting ends at 10:29 am.
SIX. Summary Record
No questions or inquiries were raised by shareholders during the entire meeting.
Annexes
Annex 1.

- Business Report of 2025
(1) Business Implement Outcome
The Company's operating revenue for FY2025 was NT$5,454,110 thousand, with a net profit after tax of NT$209,725 thousand and earnings per share (EPS) of NT$1.00.
(2) Budget Implementation
Operating revenue for FY2025 was NT$5,454,110 thousand, an increase of NT$433,484 thousand compared to the budgeted NT$5,020,626 thousand. Net profit after tax was NT$209,725 thousand, an increase of NT$85,075 thousand over the budget of NT$124,650 thousand. The fact that both revenue and net profit exceeded the budget was primarily attributed to the smooth replenishment of maintenance materials for military aircraft parts and the improvement of contract terms for full-aircraft maintenance services.
(3) Analysis of Financial Results and Profitability
Operating revenue for FY2025 was NT$5,454,110 thousand, representing an increase of NT$254,054 thousand compared to NT$5,200,056 thousand in FY2024. Net profit after tax for FY2025 reached NT$209,725 thousand, an increase of NT$69,116 thousand from NT$140,609 thousand in FY2024. The growth in profitability was primarily driven by the increased demand for full-aircraft maintenance.
(4) Research and Development Status
The Company's R&D expenses for FY2025 amounted to NT$26,164 thousand. Key research and development efforts are focused on unmanned aerial vehicles (UAVs) and fiber optic gyroscopes.
- Summary of 2026 Operating Plans
(1) Management Policies and Major Production-and-Sales Plans
A. Commercial Aircraft Maintenance
The Commercial Aircraft Business Unit serves as a professional maintenance facility specializing in single-aisle narrow-body and regional aircraft, including the Boeing B737, Airbus A320 series, DHC-8-Q400, and ATR 42/72. Under the strategies of "Retaining Existing Customers" and "Developing New Customer Bases," the division has established short-, medium-, and long-term plans to expand capabilities, aiming to secure new clients and fleet maintenance contracts.
In recent years, the Company has leveraged its professional independence, competitive turnaround times, customized services, and superior management to effectively implement various business development initiatives.
In 2025, the Company served a total of 17 customers with 54 aircraft inducted for maintenance. For 2026, while maintaining our existing client base, we will designate
the Australian market as a key development priority. By deepening these collaborative relationships, we aim to generate stable revenue streams and enhance overall profitability.
Line Maintenance services are provided at major domestic airports, including Songshan, Taoyuan, Taichung, Tainan, and Kaohsiung, to meet customers' real-time maintenance requirements on the line. Benefiting from its geographical advantage and the synergy of economic and tourism effects, Taiwan has become a critical aviation hub in the Asia-Pacific region. Airlines have significantly increased flight frequencies; the average monthly flights in 2025 exceeded 3,000 movements. The Tigerair Taiwan routes from Tainan to Kumamoto and Okinawa, launched in December 2025. Looking ahead to 2026, we remain committed to acquiring new clients and securing additional service routes to sustain business growth. Furthermore, the commercial maintenance contract for the National Airborne Service Corps King Air 200 (NA-301) was officially launched in July 2025. This project will secure future revenue and profit, ensuring stable growth for the Commercial Aircraft Business Unit.
B. Government and Military Aircraft Maintenance
The Company rigorously executes maintenance services for various aircraft and components under the "Air Force Second Logistics Command Military Factory Delegating Private Operation Project" and the "Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project" Adhering to the principle of "Flight Safety First," we aim to complete all military-commissioned tasks on time and with high quality, ensuring the achievement of annual scheduled maintenance targets. These efforts are dedicated to meeting customer demands, addressing urgent shortages for military units, and supporting various combat, exercise, and training missions.
In 2026, the Company will continue to collaborate with the Air Force on the "C-130 Rainbow Fitting Replacement Project" for the center wing section. Furthermore, the Company will fully leverage the military assets transferred under the Second Logistics Command's GOCO project to conduct third-party operations. This strategy aims to increase overall revenue and optimize the operational efficiency of the GOCO project.
The outsourced operation contract for the "Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project" is set to expire in 2026. The renewal application was submitted in July 2024 and reviewed by the Air Force. Following a Renewal Evaluation Committee meeting on December 4, 2025, the proposal was submitted to the Ministry of National Defense (MND) for processing. Upon completion of the MND procedures in 2026, a subsequent contract expansion will be implemented for the period of 2027 to 2028.
The Company secured the "Albatross II Production and Assembly Project" at the end of 2023. The delivery of the first aircraft was completed in August 2024, followed by the final acceptance and closing of the entire project in September 2025. In 2026, in addition to pursuing business opportunities under the Ministry of National Defense's (MND) mass production plans, the Company will also incorporate its current performance and results into the business proposal for the "MND Armaments Bureau Littoral Surveillance and Reconnaissance UAV" project. This aims to facilitate a
亞洲航空股份有限公司
Air Asia Co., Ltd
favorable evaluation and secure the contract, further expanding the Company's UAV business.
In compliance with the "National Defense Industry Development Act" and its relevant regulations, defense contractors must obtain qualification and grade certifications, which impact their eligibility and scoring in future Ministry of National Defense (MND) procurement projects. In December 2023, the Company was awarded the "Controlled Defense Products Contractor Grade Certification" by the MND for three aircraft types: C-130, E-2K, and P-3C. The Company will continue to undergo security clearances and renewal applications in accordance with regulations to ensure its eligibility and competitive advantage for future defense projects, thereby maximizing the Company's benefits.
C. Helicopter Maintenance
The Company serves as an Authorized Service Center for Bell Flight and Breeze-Eastern. Furthermore, we have signed a Technical Support Agreement with Sikorsky, ensuring the seamless execution of various projects and programs.
In accordance with the Strategic Commercial Maintenance contracts signed with the Army, the Company performs maintenance services for airframes, engines, and components of the OH-58D, CH-47SD, and TH-67 helicopter models. These efforts aim to support the fleet availability of various Army aircraft, meeting the demands of combat, exercises, and training missions.
Leveraging our professional helicopter maintenance expertise and advanced facilities, we also persist in executing Depot-Level planned IRAN (Inspect and Repair as Necessary) maintenance for 500MD helicopters under the GOCO project. Starting in 2026, the Company will implement the Radar Altimeter Transceiver Modification Project for the Navy's 500MD helicopters to effectively resolve fleet availability issues.
The Company rigorously executes the contract for the outsourced management and maintenance of the National Airborne Service Corps UH-60M Black Hawk fleet for 2026–2027. Adhering to the principles of "Flight Safety First, Quality Priority, and Maintenance of Operational Readiness," we aim to satisfy customer mission requirements. Furthermore, the Company will actively pursue tenders for component maintenance and material procurement to further enhance revenue growth.
The Company continues to execute maintenance projects for rescue hoists and cargo winches from Breeze-Eastern for the National Airborne Service Corps, the Army, Air Force, Navy, and Korea Aerospace Industries. Furthermore, the Company is expanding into the Malaysian market by developing Performance-Based Logistics (PBL) management and MRO services for rescue hoists and cargo winches, thereby increasing the overall scale of its hoist maintenance business.
(2) Expected Sales Volume and Its Basis
Due to the nature of our business, which includes Full-Fleet Operations & Maintenance, aviation material trading, outsourced component maintenance, and in-house component repairs, there is significant variation in product types. Furthermore, measurement units and pricing models differ across these categories. For fleet-related operations, the operational readiness rate (or availability rate) is utilized as the primary performance indicator. Consequently, traditional production capacity and output volume cannot be
quantified for these activities.
3. Future Business development strategy
(1) Commercial aircraft maintenance business
The global airline fleet continues to expand. However, due to raw material constraints and production capacity limitations faced by Original Equipment Manufacturers, the delivery schedules for new aircraft have failed to meet market demand. Consequently, airlines are extending the service life of aging aircraft or delaying lease returns to meet operational needs. This has led to a surge in maintenance demand, resulting in a supply-demand imbalance within the MRO industry. The Company has built a strong reputation for professional maintenance in the Asia-Pacific market, holding certifications from the US FAA, EU EASA, and Australian CASA. The short-, medium-, and long-term market plans are outlined below:
A. Short-term goals:
Given the Company's solid customer base in the Northeast Asian market, we will continue to strengthen the scale of aircraft inducted under existing Master Services Agreements, thereby increasing the utilization rate of existing capacity and enhancing operational efficiency. Concurrently, the Australian market has been designated as a key development region. By deepening customer cooperation, we can create stable revenue streams and improve overall profitability for the Company.
B. Medium-Term Objectives:
The Company will focus on MRO services for the 737 MAX fleet. In alignment with market demand and capacity planning, the Company aims to progressively enhance its maintenance capabilities and increase the number of clients. This strategy is designed to expand the scope of aircraft model maintenance and strengthen market competitiveness.
C. Long-Term Objectives:
In response to business growth and market demand, we plan to add a fourth maintenance line to expand our overall maintenance capacity. Simultaneously, the Company will actively develop the Southeast Asian market by pursuing new clients in Thailand, India, and the Philippines. A further strategy involves expanding our presence in the lease return maintenance business, aiming to establish a diversified revenue structure with long-term stability.
(2) Government and military aircraft maintenance business
The Taichung Accessory Plant's plating facility features 39 electroplating tanks capable of chrome plating, cadmium plating, and anodizing. It currently handles electroplating for components such as landing gear, propellers, and hydraulic systems for various military aircraft. To maximize the use of transferred equipment and manpower and to pursue third-party operations, the facility has obtained ISO 9001 and AS9110 certifications and joined the "Taichung Youth Shalu Shengang Industry Association (TYSIA)." Through marketing and promotion, the facility aims to secure electroplating subcontracting orders, with the goal of becoming a premier electroplating center for hardware fasteners in Taiwan. Meanwhile, the Pingtung Aircraft Maintenance Plant aims to fully utilize the Da-Sheng Camp under the GOCO model for third-party operations. This includes revitalizing airport usage and planning the expansion of Business Jet FBO (Fixed-Base Operator)
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services as well as commercial aircraft paint stripping, repainting, and MRO services. These efforts will increase maintenance capacity and establish a "barrier to entry" for the Second Logistics Command GOCO Project, securing a highly favorable position for future contract renewals.
The Company has been awarded a total of 71 Industrial Cooperation Program (ICP) capability certificates for F-16 and P-3C aircraft and has undertaken maintenance tasks commissioned by the Air Force. Moving forward, the Company will continue to invest in the development of ICP capabilities to strengthen national defense autonomy.
The Company has established capabilities for UAV assembly and maintenance. Through commercial licensing and technology transfer for the manufacturing of medium-sized UAV composite airframes, the Company continues to enhance its UAV maintenance and manufacturing capacities. These efforts aim to secure upcoming contracts for UAV assembly and commercial maintenance (MRO) projects for unmanned vehicle systems.
(3) Helicopter Business Unit maintenance business
The Company continues to develop the avionics performance upgrade for the TH-67 helicopter and the structural life extension for the Navy's S-70C helicopter. In the international market, we will perform maintenance for Breeze-Eastern rescue hoists and cargo winches from South Korea, while pursuing Performance-Based Logistics (PBL) and MRO contracts for the same components in Malaysia. These efforts are part of a comprehensive strategy to promote helicopter MRO business across Asia and generate operational synergy.
(4) Impact of External Competition, Legal Environment, and Overall Operating Environment
In recent years, the aviation maintenance industry has faced challenges such as the loss of technical personnel and the retirement of senior engineers. To address this, the Company continues to invest in professional maintenance training and provides guidance to encourage employees to obtain certifications. In addition to industry-academia collaborations with colleges and universities, the Company's Maintenance Training Organization (MTO), approved by the CAA, conducts internal aircraft maintenance training programs. Based on operational and manpower requirements, these programs provide essential training and certification exams to optimize training quality, cultivate talent reserves, and build long-term maintenance capacity.
Due to the impact of Diminishing Manufacturing Sources and Material Shortages (DMSMS) for aging aircraft models and geopolitical factors, the industry has faced extended lead times for raw materials and difficulties in procuring maintenance parts. In response, the Company actively collaborates with domestic Taiwanese suppliers through joint development and prototype testing to help customers secure high-quality maintenance sources, thereby ensuring stable revenue growth.
The provision of maintenance services for both military and commercial aircraft is strictly regulated by international aviation authorities. The Company currently holds numerous OEM authorizations and certifications for aircraft and component maintenance. Looking ahead, in addition to expanding our presence in the domestic and international commercial maintenance markets, we will continue to consolidate our core businesses under the government's consistent outsourcing policy, striving for steady and sustainable growth.
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Director :

General Manager :

Accounting manager :

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Annex 2.
Audit Committee Audit Report
The Business Report, Financial statements and Proposal for profit distribution of 2025 prepared by the Board of Directors have been audited and certified by Yen-Ta Su, Yung-Hsiang Chen of KPMG. After reviewing such documents, this Audit Committee found no nonconformity, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
Air Asia Company Limited 2026 Annual General Meeting of Shareholders
Audit Committee Convener:

March
4,
2026
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亞洲航空股份有限公司
Air Asia Co., Ltd
Annex 3.
AIR ASIA CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
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Independent Auditors' Report Translated from Chinese
To the Board of Directors of AIR ASIA CO., LTD.:
Opinion
We have audited the financial statements of AIR ASIA CO., LTD.("the Company"), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(n) "Revenue recognition", Note 5(a) "Significant accounting assumptions and judgments, and major sources of estimation uncertainty", and Note 6(r) "Revenue from contracts with customers" to the financial statements.
Description of key audit matter:
Parts of the Company's aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance
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obligation involves management's material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.
How the matter was addressed in our audit procedures:
- Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
- Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
- Sampling and performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
-
Assessing whether the disclosure of revenue recognition was appropriate.
-
Valuation for slow-moving inventories
Please refer to Note 4(g) "Inventories", Note 5(b) "Significant accounting assumptions and judgments, and major sources of estimation uncertainty", and Note 6(e) "Inventories" to the financial statements.
Description of key audit matter:
The maintenance materials prepared by the Company to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, causing inventories to became obsolete, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the valuation of slow-moving inventories was one of the key areas our audit focused on.
How the matter was addressed in our audit procedures:
- Understanding the obsolete inventories valuation policy used by management and comparing the actual status of obsolete inventories in the past to assess the accuracy of past management estimates.
- Acquiring inventories aging report, as well as sampling and verifying against inventories change documents to test the accuracy of inventories aging calculation.
- Recalculating the provision for inventory and obsolescence based on the slow-moving inventories provision ratio applicable to the inventories age range.
- Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.
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Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going
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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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Su, Yen-Ta and Chen, Yung-Hsiang.
KPMG
Taipei, Taiwan (Republic of China)
March 4, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent company only financial statements, the Chinese version shall prevail.
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets: | |||||
| 1100 | Cash and cash equivalents(note (8)(a)) | $ 223,646 | 4 | 152,289 | 3 |
| 1139 | Financial assets for hedging—current(note (8)(b)) | 2,534 | - | 2,630 | - |
| 1140 | Contract assets—current(note (8)(c)) | 1,312,926 | 23 | 1,364,969 | 24 |
| 1170 | Trade receivables, net(notes (8)(c), (c)and (7)) | 1,674,494 | 29 | 1,411,862 | 24 |
| 1200 | Other receivables(note (8)(d)) | 64,622 | 1 | 2,604 | - |
| 130X | Inventories(notes (8)(b)and (e)) | 1,024,513 | 18 | 1,348,862 | 23 |
| 1410 | Prepayments(note (8)(f)) | 114,529 | 2 | 125,978 | 2 |
| 1478 | Refundable deposits—current(note (8)) | 91,488 | 2 | 88,381 | 2 |
| 1479 | Other current assets | 2,851 | - | 5,585 | - |
| Total current assets | 4,511,603 | 79 | 4,503,160 | 78 | |
| Non-current assets: | |||||
| 1550 | Investments accounted for using equity method | 3,023 | - | 3,261 | - |
| 1600 | Property, plant and equipment(notes (8)(g)and (8)) | 864,313 | 15 | 822,121 | 14 |
| 1755 | Right-of-use assets(note (8)(h)) | 195,318 | 4 | 222,646 | 4 |
| 1780 | Intangible assets(note (8)(i)) | 10,306 | - | 6,617 | - |
| 1840 | Deferred tax assets(note (8)(e)) | 57,724 | 1 | 53,863 | 1 |
| 1955 | Incremental costs of obtaining contracts—non-current(note (8)(r)) | 8,285 | - | 11,943 | - |
| 1990 | Other non-current assets(notes (8)(g), (j)and (8)) | 66,240 | 1 | 143,246 | 3 |
| Total non-current assets | 1,205,209 | 21 | 1,263,697 | 22 | |
| Total assets | $ 5,716,812 | 100 | 5,766,857 | 100 | |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||
| --- | --- | --- | --- | --- | --- |
| Current liabilities: | Amount | % | Amount | % | |
| 2100 | Short-term loans(notes (8)(k)and (8)) | $ 789,000 | 14 | 620,000 | 11 |
| 2126 | Financial liabilities for hedging—current(note (8)(b)) | 186 | - | - | - |
| 2130 | Contract liabilities—current(note (8)(c)) | 6,344 | - | 49,737 | 1 |
| 2170 | Trade payables | 386,024 | 7 | 480,087 | 8 |
| 2200 | Other payables | 334,665 | 6 | 303,074 | 5 |
| 2230 | Current tax liabilities | 36,066 | 1 | 37,530 | 1 |
| 2250 | Provisions—current(note (8)(l)) | 45,847 | 1 | 36,831 | 1 |
| 2280 | Lease liabilities—current(note (8)(m)) | 21,128 | - | 22,572 | - |
| 2320 | Current portion of long-term loans(notes (8)(k)and (8)) | 127,867 | 2 | 184,000 | 3 |
| 2399 | Other current liabilities | 10,009 | - | 8,727 | - |
| Total current liabilities | 1,757,136 | 31 | 1,742,558 | 30 | |
| Non-Current liabilities: | |||||
| 2540 | Long-term loans(notes (8)(k)and (8)) | 236,133 | 4 | 364,000 | 7 |
| 2570 | Deferred tax liabilities(note (8)(o)) | 2,466 | - | 2,551 | - |
| 2580 | Lease liabilities—non-current(note (8)(m)) | 172,249 | 3 | 188,343 | 3 |
| Total non-current liabilities | 410,848 | 7 | 554,894 | 10 | |
| Total liabilities | 2,167,984 | 38 | 2,297,452 | 40 | |
| Equity attributable to owners of the Company(notes (6)(b), (o)and (p)): | |||||
| 3110 | Common stock | 2,094,382 | 36 | 2,094,382 | 36 |
| 3200 | Capital surplus | 1,090,004 | 19 | 1,090,004 | 19 |
| Retained earnings: | |||||
| 3310 | Legal reserve | 152,642 | 3 | 138,581 | 2 |
| 3320 | Special reserve | - | - | 3,420 | - |
| 3350 | Unappropriated retained earnings | 209,726 | 4 | 140,611 | 3 |
| 362,368 | 7 | 282,612 | 5 | ||
| 3400 | Other equity | 2,074 | - | 2,407 | - |
| Total equity | 3,548,828 | 62 | 3,469,405 | 60 | |
| Total liabilities and equity | $ 5,716,812 | 100 | 5,766,857 | 100 |
See accompanying notes to parent company only financial statements.
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue(notes (6)(r)and (7)) | $ 5,454,110 | 100 | 5,200,056 | 100 |
| 5000 | Operating costs(notes (6)(b), (e), (m), (n), (r), (s), (7)and (12)) | 4,889,585 | 90 | 4,737,697 | 91 |
| 5900 | Gross profit | 564,525 | 10 | 462,359 | 9 |
| 6000 | Operating expenses(notes (6)(c), (d), (m), (n), (s), (7)and (12)): | ||||
| 6100 | Selling expenses | 74,686 | 1 | 69,608 | 1 |
| 6200 | Administrative expenses | 164,137 | 3 | 172,580 | 3 |
| 6300 | Research and development expenses | 26,164 | - | 22,661 | - |
| 6450 | Expected credit losses (profit) | 8,545 | - | (4) | - |
| 273,532 | 4 | 264,845 | 4 | ||
| 6900 | Operating profit | 290,993 | 6 | 197,514 | 5 |
| 7000 | Non-operating income and expenses(notes (6)(g), (m)and (t)): | ||||
| 7100 | Interest income | 3,082 | - | 6,632 | - |
| 7010 | Other income | 18,435 | - | 11,940 | - |
| 7020 | Other gains and losses | (12,451) | - | 957 | - |
| 7050 | Interest expense | (38,175) | (1) | (37,006) | (1) |
| 7070 | Share of loss of associates accounted for using equity method | (103) | - | (115) | - |
| (29,212) | (1) | (17,592) | (1) | ||
| 7900 | Profit before tax | 261,781 | 5 | 179,922 | 4 |
| 7950 | Less: Income tax expenses(note (6)(o)) | 52,056 | 1 | 39,313 | 1 |
| Net profit | 209,725 | 4 | 140,609 | 3 | |
| 8300 | Other comprehensive income(notes (6)(b), (o)and (p)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8317 | Gains on hedging instruments | (11,383) | - | 25,768 | - |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (57) | - | 1,414 | - |
| (11,326) | - | 24,354 | - | ||
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (135) | - | 212 | - |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss | (27) | - | 43 | - |
| (108) | - | 169 | - | ||
| 8300 | Other comprehensive income, net | (11,434) | - | 24,523 | - |
| 8500 | Total comprehensive income | $ 198,291 | 4 | 165,132 | 3 |
| Earnings per share (note (6)(q)) (in New Taiwan dollars) | |||||
| 9750 | Basic earnings per share | $ | 1.00 | 0.67 | |
| 9850 | Diluted earnings per share | $ | 1.00 | 0.67 |
See accompanying notes to parent company only financial statements.
~18~
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Retained earnings | Other equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Gains (losses) on hedging instruments | Total | Total equity | |
| Balance at January 1, 2024 | $ 2,094,382 | 1,153,005 | 132,869 | - | 57,135 | 134 | (3,554) | (3,420) | 3,433,971 |
| Net profit | - | - | - | - | 140,609 | - | - | - | 140,609 |
| Other comprehensive income | - | - | - | - | - | 169 | 24,354 | 24,523 | 24,523 |
| Total comprehensive income | - | - | - | - | 140,609 | 169 | 24,354 | 24,523 | 165,132 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve | - | - | 5,712 | - | (5,712) | - | - | - | - |
| Special reserve | - | - | - | 3,420 | (3,420) | - | - | - | - |
| Cash dividends | - | - | - | - | (48,001) | - | - | - | (48,001) |
| Cash dividends distributed from capital surplus | - | (63,001) | - | - | - | - | - | - | (63,001) |
| Changes in fair value of hedging instrument reclassified to inventories | - | - | - | - | - | - | (18,696) | (18,696) | (18,696) |
| Balance at December 31, 2024 | 2,094,382 | 1,090,004 | 138,581 | 3,420 | 140,611 | 303 | 2,104 | 2,407 | 3,469,405 |
| Net profit | - | - | - | - | 209,725 | - | - | - | 209,725 |
| Other comprehensive income | - | - | - | - | - | (108) | (11,326) | (11,434) | (11,434) |
| Total comprehensive income | - | - | - | - | 209,725 | (108) | (11,326) | (11,434) | 198,291 |
| Appropriation and distribution of retained earnings: | |||||||||
| Legal reserve | - | - | 14,061 | - | (14,061) | - | - | - | - |
| Special reserve reserved | - | - | - | (3,420) | 3,420 | - | - | - | - |
| Cash dividends | - | - | - | - | (129,969) | - | - | - | (129,969) |
| Changes in fair value of hedging instrument reclassified to inventories | - | - | - | - | - | - | 11,101 | 11,101 | 11,101 |
| Balance at December 31, 2025 | $ 2,094,382 | 1,090,004 | 152,642 | - | 209,726 | 195 | 1,879 | 2,074 | 3,548,828 |
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 261,781 | 179,922 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expenses | 107,649 | 100,368 |
| Amortization expenses | 6,599 | 15,260 |
| Expected credit losses (profit) | 8,545 | (4) |
| Interest expenses | 38,175 | 37,006 |
| Interest income | (3,082) | (6,632) |
| Share of loss of subsidiaries accounted for using equity method | 103 | 115 |
| Loss (gain) from disposal of property, plant and equipment | (377) | 81 |
| Property, plant and equipment transferred to operating costs | 57 | - |
| Gains on lease modification | (3) | (9) |
| Unrealized foreign exchange losses | 853 | 2,070 |
| Total adjustments to reconcile profit | 158,519 | 148,255 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease (increase) in contract assets—current | 52,043 | (183,900) |
| Decrease (increase) in accounts receivable | (259,692) | 33,650 |
| Decrease (increase) in other receivables | 213 | (528) |
| Decrease (increase) in inventories | 324,349 | (297,062) |
| Decrease (increase) in prepayments | (61,607) | 15,346 |
| Decrease in other current assets | 2,734 | 23,802 |
| Decrease in incremental costs of obtaining contracts—non-current | 3,658 | 1,485 |
| Total changes in operating assets | 61,698 | (407,207) |
| Changes in operating liabilities: | ||
| Decrease in contract liabilities—current | (43,393) | (1,848) |
| Increase (decrease) in trade payables | (95,087) | 156,064 |
| Increase in other payables | 27,146 | 46,509 |
| Increase in provisions—current | 9,016 | 7,180 |
| Increase (decrease) in other current liabilities | 1,282 | (5,826) |
| Total changes in operating liabilities | (101,036) | 202,079 |
| Net changes in operating assets and liabilities | (39,338) | (205,128) |
| Total adjustments | 119,181 | (56,873) |
| Cash generated from operations | 380,962 | 123,049 |
| Interest received | 2,647 | 6,522 |
| Interest paid | (38,054) | (37,360) |
| Income tax paid | (57,382) | (454) |
| Net cash generated from operating activities | 288,173 | 91,757 |
| Cash flows from (used in) investing activities: | ||
| Decrease (increase) in refundable deposits | (3,107) | 25,485 |
| Acquisition of property, plant and equipment | (51,021) | (62,541) |
| Proceeds from disposal of property, plant and equipment | 493 | 69 |
| Acquisition of intangible assets | (10,288) | (7,368) |
| Decrease (increase) in other non-current assets | 10,877 | (47,907) |
| Net cash used in investing activities | (53,046) | (92,262) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 1,768,687 | 1,461,368 |
| Decrease in short-term loans | (1,599,687) | (1,571,368) |
| Increase in short-term notes payable | 2,406,190 | 3,295,980 |
| Decrease in short-term notes payable | (2,406,190) | (3,295,980) |
| Proceeds from long-term loans | 100,000 | 377,000 |
| Repayments of long-term loans | (284,000) | (234,750) |
| Payment of lease liabilities | (18,748) | (18,399) |
| Cash dividends | (129,969) | (111,002) |
| Net cash used in financing activities | (163,717) | (97,151) |
| Effects of exchange rate changes on balance of cash held in foreign currencies | (53) | (1,110) |
| Net increase (decrease) in cash and cash equivalents | 71,357 | (98,766) |
| Cash and cash equivalents at the beginning of year | 152,289 | 251,055 |
| Cash and cash equivalents at end of year | $ 223,646 | 152,289 |
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Report
For the Years Ended December 31, 2025 and 2024
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
~21~
亞洲航空股份有限公司
Air Asia Co., Ltd
Independent Auditors' Report Translated from Chinese
To the Board of Directors of AIR ASIA CO., LTD.:
Opinion
We have audited the consolidated financial statements of AIR ASIA CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2025 and 2024, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
1. Revenue recognition
Please refer to Note 4(n) “Revenue recognition”, Note 5(a) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(r) “Revenue from contracts with customers” to the consolidated financial statements.
Parts of the Group’s aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance obligation involves management’s material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.
- Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
- Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
- Sampling and performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
-
Assessing whether the disclosure of revenue recognition was appropriate.
-
Valuation for slow-moving inventories
Please refer to Note 4(h) “Inventories”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(e) “Inventories” to the consolidated financial statements.
The maintenance materials prepared by the Group to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, causing inventories to become obsolete, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the valuation of slow-moving inventories was one of the key areas our audit focused on.
- Understanding the obsolete inventories valuation policy used by management and comparing the actual status of obsolete inventories in the past to assess the accuracy of past management estimates.
- Acquiring inventories aging report, as well as sampling and verifying against inventories change documents to test the accuracy of inventories aging calculation.
~23~
- Recalculating the provision for inventory and obsolescence based on the slow-moving inventories provision ratio applicable to the inventories age range.
- Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.
Other Matter
AIR ASIA CO., LTD. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including 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 direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
~25~
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 of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Su, Yen-Ta and Chen, Yung-Hsiang.
KPMG
Taipei, Taiwan (Republic of China)
March 4, 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 the 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 accepted and applied in the Republic of China.
The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.
~26~
亞洲航空股份有限公司
Air Asia Co., Ltd
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Assets | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Current assets: | Amount % | Amount % |
| 1100 Cash and cash equivalents(note (8)(a)) | $ 226,727 4 | 155,614 3 |
| 1139 Financial assets for hedging—current(note (8)(b)) | 2,534 - | 2,630 - |
| 1140 Contract assets—current(note (8)(c)) | 1,312,926 23 | 1,364,969 24 |
| 1170 Trade receivables, net(notes (8)(c), (c)and (7)) | 1,674,494 29 | 1,411,862 24 |
| 1200 Other receivables(note (8)(d)) | 64,622 1 | 2,604 - |
| 130X Inventories(notes (8)(b)and (e)) | 1,024,513 18 | 1,348,862 23 |
| 1410 Prepayments(note (8)(f)) | 114,529 2 | 125,978 2 |
| 1478 Refundable deposits—current(note (8)) | 91,488 2 | 88,381 2 |
| 1479 Other current assets | 2,851 - | 5,585 - |
| Total current assets | 4,514,684 79 | 4,506,485 78 |
| Non-current assets: | ||
| 1600 Property, plant and equipment(notes (8)(g)and (8)) | 864,313 15 | 822,121 14 |
| 1755 Right-of-use assets(note (8)(h)) | 195,318 4 | 222,646 4 |
| 1780 Intangible assets(note (8)(i)) | 10,306 - | 6,617 - |
| 1840 Deferred tax assets(note (8)(o)) | 57,724 1 | 53,863 1 |
| 1955 Incremental costs of obtaining contracts—non-current(note (8)(r)) | 8,285 - | 11,943 - |
| 1990 Other non-current assets(notes (8)(g), (j)and (8)) | 66,240 1 | 143,246 3 |
| Total non-current assets | 1,202,186 21 | 1,260,436 22 |
| Total assets | $ 5,716,870 100 | 5,766,921 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Current liabilities: | Amount % | Amount % |
| 2100 Short-term loans(notes (8)(k)and (8)) | $ 789,000 14 | 620,000 11 |
| 2126 Financial liabilities for hedging—current(note (8)(b)) | 186 - | - - |
| 2130 Contract liabilities—current(note (8)(r)) | 6,344 - | 49,737 1 |
| 2170 Trade payables | 386,024 7 | 480,087 8 |
| 2200 Other payables | 334,723 6 | 303,138 5 |
| 2230 Current tax liabilities | 36,066 1 | 37,530 1 |
| 2250 Provisions—current(note (8)(l)) | 45,847 1 | 36,831 1 |
| 2280 Lease liabilities—current(note (8)(m)) | 21,128 - | 22,572 - |
| 2320 Current portion of long-term loans(notes (8)(k)and (8)) | 127,867 2 | 184,000 3 |
| 2399 Other current liabilities | 10,009 - | 8,727 - |
| Total current liabilities | 1,757,194 31 | 1,742,622 30 |
| Non-current liabilities: | ||
| 2540 Long-term loans(notes (8)(k)and (8)) | 236,133 4 | 364,000 7 |
| 2570 Deferred tax liabilities(note (8)(o)) | 2,466 - | 2,551 - |
| 2580 Lease liabilities—non-current(note (8)(m)) | 172,249 3 | 188,343 3 |
| Total non-current liabilities | 410,848 7 | 554,894 10 |
| Total liabilities | 2,168,042 38 | 2,297,516 40 |
| Equity attributable to owners of parent(notes (8)(b), (o)and (p)): | ||
| 3110 Common stock | 2,094,382 36 | 2,094,382 36 |
| 3200 Capital surplus | 1,090,004 19 | 1,090,004 19 |
| Retained earnings: | ||
| 3310 Legal reserve | 152,642 3 | 138,581 2 |
| 3320 Special reserve | - - | 3,420 - |
| 3350 Unappropriated retained earnings | 209,726 4 | 140,611 3 |
| 3400 Other equity | 362,368 7 | 282,612 5 |
| Total equity | 2,074 - | 2,407 - |
| Total liabilities and equity | 3,548,828 62 | 3,469,405 60 |
| $ 5,716,870 100 | 5,766,921 100 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Expressed in Thousands of New Taiwan Dollar, Except for Earnings Per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue(notes (6)(r)and (7)) | $ 5,454,110 | 100 | 5,200,056 | 100 |
| 5000 | Operating costs(notes (6)(b), (e), (m), (n), (r), (s), (7)and (12)) | 4,889,585 | 90 | 4,737,697 | 91 |
| 5900 | Gross profit | 564,525 | 10 | 462,359 | 9 |
| 6000 | Operating expenses(notes (6)(c), (d), (m), (n), (s), (7)and (12)): | ||||
| 6100 | Selling expenses | 74,686 | 1 | 69,608 | 1 |
| 6200 | Administrative expenses | 164,240 | 3 | 172,695 | 3 |
| 6300 | Research and development expenses | 26,164 | - | 22,661 | - |
| 6450 | Expected credit losses (profit) | 8,545 | - | (4) | - |
| 273,635 | 4 | 264,960 | 4 | ||
| 6900 | Operating profit | 290,890 | 6 | 197,399 | 5 |
| 7000 | Non-operating income and expenses(notes (6)(g), (m)and (t)): | ||||
| 7100 | Interest income | 3,082 | - | 6,632 | - |
| 7010 | Other income | 18,435 | - | 11,940 | - |
| 7020 | Other gains and losses | (12,451) | - | 957 | - |
| 7050 | Interest expenses | (38,175) | (1) | (37,006) | (1) |
| (29,109) | (1) | (17,477) | (1) | ||
| 7900 | Profit before tax | 261,781 | 5 | 179,922 | 4 |
| 7950 | Less: Income tax expenses(note (6)(o)) | 52,056 | 1 | 39,313 | 1 |
| Net profit | 209,725 | 4 | 140,609 | 3 | |
| 8300 | Other comprehensive income(notes (6)(b), (o)and (p)): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | ||||
| 8317 | Gains (losses) on hedging instrument | (11,383) | - | 25,768 | - |
| 8349 | Less: income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (57) | - | 1,414 | - |
| (11,326) | - | 24,354 | - | ||
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | (135) | - | 212 | - |
| 8399 | Less: income tax related to components of other comprehensive income that will be reclassified to profit or loss | (27) | - | 43 | - |
| (108) | - | 169 | - | ||
| 8300 | Other comprehensive income, net | (11,434) | - | 24,523 | - |
| 8500 | Total comprehensive income | $ 198,291 | 4 | 165,132 | 3 |
| Profit, attributable to: | |||||
| 8610 | Owners of parent | $ 209,725 | 4 | 140,609 | 3 |
| Comprehensive income attributable to: | |||||
| 8710 | Owners of parent | $ 198,291 | 4 | 165,132 | 3 |
| Earnings per share (note (6)(q)) (in New Taiwan dollars) | |||||
| 9750 | Basic earnings per share | $ | 1.00 | 0.67 | |
| 9850 | Diluted earnings per share | $ | 1.00 | 0.67 |
See accompanying notes to consolidated financial statements.
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
AIR ASIA CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
(Expressed in Thousands of New Taiwan Dollar)
Balance at January 1, 2024
Net profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends
Cash dividends distributed from capital surplus
Changes in fair value of hedging instrument reclassified to inventories
Balance at December 31, 2024
Net profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve reserved
Cash dividends
Changes in fair value of hedging instrument reclassified to inventories
Balance at December 31, 2025
Equity attributable to owners of parent
| Common Stock | Capital surplus | Retained earnings | Other equity | ||||
|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translation of foreign financial statements | Gains (losses) on hedging instruments | Total | ||
| $ 2,094,382 | 1,153,005 | 132,869 | - | 57,135 | 134 | (3,554) | (3,420) |
| - | - | - | - | 140,609 | - | - | - |
| - | - | - | - | - | 169 | 24,354 | 24,523 |
| - | - | - | - | 140,609 | 169 | 24,354 | 24,523 |
| - | - | 5,712 | - | (5,712) | - | - | - |
| - | - | - | 3,420 | (3,420) | - | - | - |
| - | - | - | - | (48,001) | - | - | (48,001) |
| - | (63,001) | - | - | - | - | - | (63,001) |
| - | - | - | - | - | - | (18,696) | (18,696) |
| 2,094,382 | 1,090,004 | 138,581 | 3,420 | 140,611 | 303 | 2,104 | 2,407 |
| - | - | - | - | 209,725 | - | - | - |
| - | - | - | - | - | (108) | (11,326) | (11,434) |
| - | - | - | - | 209,725 | (108) | (11,326) | (11,434) |
| - | - | 14,061 | - | (14,061) | - | - | - |
| - | - | - | (3,420) | 3,420 | - | - | - |
| - | - | - | - | (129,969) | - | - | (129,969) |
| - | - | - | - | - | - | 11,101 | 11,101 |
| $ 2,094,382 | 1,090,004 | 152,642 | - | 209,726 | 195 | 1,879 | 2,074 |
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Consolidated Statements of Cash Flows
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | $ 261,781 | 179,922 |
| Adjustments: | ||
| Adjustments to reconcile profit: | ||
| Depreciation expenses | 107,649 | 100,368 |
| Amortization expenses | 6,599 | 15,260 |
| Expected credit losses (profit) | 8,545 | (4) |
| Interest expenses | 38,175 | 37,006 |
| Interest income | (3,082) | (6,632) |
| Losses (gains) on disposal of property, plant and equipment | (377) | 81 |
| Property, plant and equipment transferred to operating costs | 57 | - |
| Gains on lease modification | (3) | (9) |
| Unrealized foreign exchange losses | 853 | 2,070 |
| Total adjustments to reconcile profit | 158,416 | 148,140 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Decrease (increase) in contract assets—current | 52,043 | (183,900) |
| Decrease (increase) in trade receivables, net | (259,692) | 33,650 |
| Decrease (increase) in other receivables | 213 | (528) |
| Decrease (increase) in inventories | 324,349 | (297,062) |
| Decrease (increase) in prepayments | (61,607) | 15,346 |
| Decrease in other current assets | 2,734 | 23,802 |
| Decrease in incremental costs of obtaining contracts—non-current | 3,658 | 1,485 |
| Total changes in operating assets | 61,698 | (407,207) |
| Changes in operating liabilities: | ||
| Decrease in contract liabilities—current | (43,393) | (1,848) |
| Increase (decrease) in trade payables | (95,087) | 156,064 |
| Decrease in other payables | 27,140 | 46,527 |
| Increase in provisions—current | 9,016 | 7,180 |
| Increase (decrease) in other current liabilities | 1,282 | (5,826) |
| Total changes in operating liabilities | (101,042) | 202,097 |
| Net changes in operating assets and liabilities | (39,344) | (205,110) |
| Total adjustments | 119,072 | (56,970) |
| Cash flows from operations | 380,853 | 122,952 |
| Interest received | 2,647 | 6,522 |
| Interest paid | (38,054) | (37,360) |
| Income tax paid | (57,382) | (454) |
| Net cash generated from operating activities | 288,064 | 91,660 |
| Cash flows from (used in) investing activities: | ||
| Decrease (increase) in refundable deposits | (3,107) | 25,485 |
| Acquisition of property, plant and equipment | (51,021) | (62,541) |
| Proceeds from disposal of property, plant and equipment | 493 | 69 |
| Acquisition of intangible assets | (10,288) | (7,368) |
| Decrease (increase) in other non-current assets | 10,877 | (47,907) |
| Net cash used in investing activities | (53,046) | (92,262) |
| Cash flows from (used in) financing activities: | ||
| Increase in short-term loans | 1,768,687 | 1,461,368 |
| Decrease in short-term loans | (1,599,687) | (1,571,368) |
| Increase in short-term notes payable | 2,406,190 | 3,295,980 |
| Decrease in short-term notes payable | (2,406,190) | (3,295,980) |
| Proceeds from long-term loans | 100,000 | 377,000 |
| Repayments of long-term loans | (284,000) | (234,750) |
| Payment of lease liabilities | (18,748) | (18,399) |
| Cash dividends | (129,969) | (111,002) |
| Net cash used in financing activities | (163,717) | (97,151) |
| Effects of exchange rate changes on balance of cash held in foreign currencies | (188) | (898) |
| Net increase (decrease) in cash and cash equivalents | 71,113 | (98,651) |
| Cash and cash equivalents at the beginning of year | 155,614 | 254,265 |
| Cash and cash equivalents at end of year | $ 226,727 | 155,614 |
Annex 4.
Directors' Remuneration Report of 2025
The remuneration of the Company's Directors and Independent Directors is governed by the Company's "Articles of Incorporation" and the Company's "Regulations Governing the Remuneration of Directors and Managers," which only pays regular transportation expenses with no extra directors or supervisors' bonus.
The remuneration of the Company's Chairman is governed by the Company's "Regulations Governing the Remuneration of Directors and Managers." In addition to regular salary, year-end bonus will be given based on financial performance indicators, talent cultivation status, quality and risk control performance result. If any special contribution is performed, it will be reviewed by Remuneration Committee and reported to Board of Directors for bonus.
~ 31 ~
Remuneration Paid to Directors and Independent Directors
Unit: NT$ (K)
| Title | Name | Remuneration of Directors (Note 5) | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Relevant remuneration for concurrently serves as employee | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Whether to receive the remuneration from the | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Wage(A) | Passion(B) | Director's bonus(C) | Business execution fee s(D) | Wage, award and special expenses, etc. (E) | Passion (F) | Employee's bonus(G) (Note 6) | ||||||||||||||||||||
| This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | |||||||||
| total amount | ratio | total amount | ratio | Cash amount | Share amount | Cash amount | Share amount | total amount | ratio | total amount | ratio | |||||||||||||||
| Chairman (Note 1) | Lee, Woes-Shyan | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 3,915 | 3,915 | 0 | 0 | 0 | 0 | 0 | 0 | 4,035 | 1.92% | 4,035 | 1.92% | None |
| Director (Note 1) | Li, Han-Ming | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 1) | Chang, Pei-Jen | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 1) | Lu, I-Huuan | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 1) | Kuang, Chien-Wei (Note 3) | 0 | 0 | 0 | 0 | 0 | 0 | 33 | 33 | 33 | 0.02% | 33 | 0.02% | 281 | 281 | 13 | 13 | 0 | 0 | 0 | 0 | 327 | 0.16% | 327 | 0.16% | None |
| Director (Note 1) | Sun, Hsing-Kuang (Note 4) | 0 | 0 | 0 | 0 | 0 | 0 | 87 | 87 | 87 | 0.04% | 87 | 0.04% | 537 | 537 | 27 | 27 | 5 | 0 | 5 | 0 | 656 | 0.31% | 656 | 0.31% | None |
| Director (Note 2) | Wu, Chih-Wei | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Director (Note 2) | Li, Yu-Ying | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 120 | 120 | 0.06% | 120 | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 120 | 0.06% | 120 | 0.06% | None |
| Independent Director | Lin, Chang-Ching | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
| Independent Director | Wang, Hui-Ching | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
| Independent | Wang, Shih-Kun | 360 | 360 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 360 | 0.17% | 360 | 0.17% | None |
| Title | Name | Remuneration of Directors (Note 5) | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Relevant remuneration for concurrently serves as employee | Total amount of A, B, C, and D the ratio taken by the four items in after-tax net profit (%) | Whether to receive the remuneration from the |
|---|---|---|---|---|---|---|
| Wage(A) | Passion(B) | Director's bonus(C) | Business execution fee s(D) | Wage, award and special expenses, etc. (E) | Passion (F) | Employee's bonus(G) (Note 6) |
| This Company | All companies in the financial report | This Company | All companies in the financial report | This Company | All companies in the financial report | This Company |
| total amount | ratio | total amount | ratio | Cash amount | Share amount | Cash amount |
| Director | ||||||
| Independent Director | Chang, Ke-Hao | 360 | 360 | 0 | 0 | 0 |
| 1. Please address in details about remuneration payment policy, system, standard and structure of Independent Directors and address in details about connections of amounts of remuneration based on factors including duties, risks, time of involvement, etc.: All Independent Directors are members of Audit Committee, Remuneration Committee and Risk Management Committee, and they have to take on the duty for discussing and deciding on agendas of the meetings, so they receive a monthly salary of NT$30,000. Subject to the Company's "Articles of Incorporation" and the Company's "Regulations Governing the Remuneration of Directors and Managers," which no extra Independent Directors' bonus. 2. Except as disclosed in the above table, the Director of Company provides service to all companies in the financial report (E.g. serving as the non-employee consultant for parent company / all companies inf the financial report / the reinvested companies): None. |
Note 1: Legal representative of Taiwan Aerospace Corp.
Note 3: Resign on Apr. 11, 2025
Note 2: Legal representative of Taiwan Sugar Corp.
Note 4: Took office on Apr. 11, 2025
Note 5: Directors of the Company only receive NTD 10,000 for business execution fees, as Independent Directors receive NTD 30,000 for regular wages. And according to Articles of Incorporation, no Director's bonus paid to either Directors or supervisors.
Note 6: On March 4, 2026, the Board of Directors decided to approve the payment of 2025 employees' bonus in cash for NT$10,908 (K). The detail of proposed distribution amount for this year has not been approved, so the distribution amount is estimated according to the ratio of actual distribution amount last year.
~ 33 ~
Annex 5.
AIR ASIA Company Limited
Comparison table for the amendments of "Sustainable Development Best Practice Principles" Before and after revision
| Before the Revision | After the Revision | Addition Note |
|---|---|---|
| Article 15. | ||
| The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations: | ||
| 1. Reduce resource and energy consumption of their products and services. | ||
| 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | ||
| 3. Improve recyclability and reusability of raw materials or products. | ||
| 4. Maximize the sustainability of renewable resources. | ||
| 5. Enhance the durability of products. | ||
| 6. Improve efficiency of products and services. | Article 15. | |
| The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment, biological and human beings from their business operations: | ||
| 1. Reduce resource and energy consumption of their products and services. | ||
| 2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly. | ||
| 3. Improve recyclability and reusability of raw materials or products. | ||
| 4. Maximize the sustainability of renewable resources. | ||
| 5. Enhance the durability of products. | ||
| 6. Improve efficiency of products and services. | ||
| 7. Enhance the conservation of marine or terrestrial biodiversity and ecosystems, the sustainable use of resources, and the fair and equitable sharing of benefits. | To align with the initiatives of the UN Convention on Biological Diversity (CBD) and relevant marine and nature conservation laws, the Company shall consider the impacts of its operations on biodiversity and ecosystems to facilitate corporate sustainability. | |
| Therefore, this Article has been amended, and Subparagraph 7 has been added. | ||
| Article 21. | ||
| The Company is advised to create an environment conducive to the development of their employees' careers and establish effective | Article 21. | |
| The Company is advised to create an environment conducive to the development of their employees' careers and establish effective | To promote the integration of industry and academia as well as students' career development, the |
| training programs to foster career skills.
(Newly Added)
Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | training programs to foster career skills.
The Company is advised to establish industry-academia collaboration programs to cultivate seed talents for the industry.
Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | Company encourages cooperation with educational institutions for talent cultivation to achieve a win-win outcome. Therefore, Paragraph 2 has been added, and the current Paragraph 2 has been renumbered as Paragraph 3. |
| --- | --- | --- |
| Article 31.
These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021. Third amendment was made on March 22, 2023. | Article 31.
These Principles, and any amendments hereto, were implemented by the Board of Director on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020. Second amendment was made on December 21, 2021. Third amendment was made on March 22, 2023. Fourth amendment was made on November 10, 2025. | Adds the date of revision. |
~ 35 ~
Air Asia Company Limited Distribution of 2025 earnings
Annex 6.
Unit: New Taiwan Dollar
| Item | Amount | |
|---|---|---|
| Subtotal Amount | Total Amount | |
| Undistributed retained earnings at beginning | 956 | |
| Net profit of 2025 | 209,725,400 | |
| Provision of legal reserve | (20,972,540) | |
| Retained earnings available for appropriation as of December 31, 2025 | 188,753,816 | |
| Items of distribution: | ||
| Cash dividend to shareholders (NT$0.9 per share) | (188,494,384) | |
| Distributable items amount | (188,494,384) | |
| Undistributed retained earnings at end | 259,432 |
Note: The amount of the distribution of earnings is given priority to net income of 2025.
Director:

General Manager:

Accounting Manager:

Annex 7.
AIR ASIA Company Limited
Comparison table for the amendments of "Articles of Incorporation" Before and after revision
| Before the Revision | After the Revision | Addition Note |
|---|---|---|
| Article 2. | ||
| The Company operates the following business: | ||
| CD01060 Aircraft and Parts Manufacturing | ||
| I101100 Aviation Consultancy | ||
| F214070 Aircraft & Parts Retailing | ||
| F114070 Wholesale of Aircraft and Parts | ||
| JE01010 Rental and Leasing Business | ||
| ZZ99999 All businesses that are not prohibited or restricted by law, except those subject to special approval | ||
| G501020 Civil Aviation Agency | ||
| G799990 Other Supporting Services to Transportation | ||
| F112060 Airport, Harbor and Industry Port Gasoline Stations | ||
| J201051 Approved Training Organizations | ||
| CC01080 Electronics Components Manufacturing | ||
| CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing | ||
| CE01010 General Instrument Manufacturing | ||
| CE01030 Optical Instruments Manufacturing | ||
| CE01990 Other Optics and Precision Instrument Manufacturing | ||
| F219010 Retail Sale of Electronic Materials | Article 2. | |
| The Company operates the following business: | ||
| CD01060 Aircraft and Parts Manufacturing | ||
| I101100 Aviation Consultancy | ||
| F214070 Aircraft & Parts Retailing | ||
| F114070 Wholesale of Aircraft and Parts | ||
| JE01010 Rental and Leasing Business | ||
| ZZ99999 All businesses that are not prohibited or restricted by law, except those subject to special approval | ||
| G501020 Civil Aviation Agency | ||
| G799990 Other Supporting Services to Transportation | ||
| F112060 Airport, Harbor and Industry Port Gasoline Stations | ||
| J201051 Approved Training Organizations | ||
| CC01080 Electronics Components Manufacturing | ||
| CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing | ||
| CE01010 General Instrument Manufacturing | ||
| CE01030 Optical Instruments Manufacturing | ||
| CE01990 Other Optics and Precision Instrument Manufacturing | ||
| F219010 Retail Sale of Electronic Materials | To accommodate potential future business needs of the Company, additional business scope items are being added to this section. |
| | Manufacturing
E701030 Controlled
Telecommunications Radio-
Frequency Devices Installation
Engineering
F401010 International Trade | |
| --- | --- | --- |
| Article 26.
This Articles of Incorporation was agreed upon and signed on October 31, 1954...The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty-ninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022. The forty-first amendment was made on May 23, 2023. The forty-second amendment was made on June 26, 2024. The forty-third amendment was made on June 17, 2025. | Article 26.
This Articles of Incorporation was agreed upon and signed on October 31, 1954...The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020. The thirty-ninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022. The forty-first amendment was made on May 23, 2023. The forty-second amendment was made on June 26, 2024. The forty-third amendment was made on June 17, 2025. The forty-fourth
amendment was made on June
17, 2026. | Adds the date of revision. |
~ 38 ~
Annex 8.
AIR ASIA Company Limited
Comparison table for the amendments of "Rules of Procedures for Shareholders' Meeting" Before and after revision
| Before the Revision | After the Revision | Addition Note |
|---|---|---|
| Article 3. | ||
| Paragraphs 1 through 3 are omitted. | ||
| Paragraph 4 | ||
| The Company shall prepare electronic versions of the Shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders' meeting or before 15 days before the date of a special Shareholders' meeting. | ||
| The Company shall prepare electronic versions of the Shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders' meeting or before 15 days before the date of the special Shareholders' meeting. However, in the case of the Company with paid-in capital reaching NT$2 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the shareholders' register at the time of holding of the regular | Article 3. | |
| Paragraphs 1 through 3 are omitted. | ||
| Paragraph 4 | ||
| The Company shall prepare electronic versions of the Shareholders' meeting notice, proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, as well as the Shareholders' meeting agenda handbook and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of a regular Shareholders' meeting or at least 15 days before the date of a special Shareholders' meeting. In addition, at least 15 days before the date of the Shareholders' meeting, the Company shall also have prepared physical copies of the Shareholders' meeting agenda handbook and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda handbook and supplemental materials shall also be displayed at the Company and its designated professional shareholder services agent. | ||
| (The remainder is omitted.) | In alignment with the amendment to Paragraph 4, Article 6 of the 'Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies,' Paragraph 4 of the 'Rules of Procedure for Shareholders' Meeting' is hereby amended. This amendment expands the scope of the requirement to disclose meeting handbooks and related information 30 days prior to the annual general meeting to apply to all listed companies. |
~ 39 ~
| Shareholders’ meeting in the most recent fiscal year, the Company shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders’ meeting is to be held. In addition, before 15 days before the date of the Shareholders’ meeting, the Company shall also have prepared the Shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the designated professional shareholder services agent.
| (The remainder is omitted.) | ||
|---|---|---|
| Article 13. | ||
| Paragraphs 1 through 7 are omitted. | ||
| Paragraph 7 | ||
| Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. |
(The remainder is omitted.) | Article 13.
Paragraphs 1 through 7 are omitted.
Paragraph 7
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Paragraph 8
Where there is an election of Directors with the number of candidates exceeding the number of seats to be elected, a proposal for the dismissal of Directors, or any proposal specified in Article 185 or 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or subparagraph 1, paragraph 2 of Article 24 or subparagraph 1, paragraph 2 of Article 26 of the Financial Holding Company Act, it is advisable for the chair to appoint a lawyer, certified public accountant, or notary public as a scrutineer.
Paragraph 9
The person appointed by the | 1. Appointment of Professional Inspectors:
In the event that the Shareholders' meeting involves proposals for the election of Directors where the number of candidates exceeds the seats available, the dismissal of Directors, or resolutions prescribed under Article 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, Article 24, Paragraph 2, Subparagraph 1, and Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company |
~ 40 ~
| | Chairperson pursuant to the preceding paragraph shall not be anyone responsible for election-related voting procedures, nor shall they be Directors, Managers, or employees of the Company or its affiliates.
Paragraph 10
The scrutineer shall oversee the voting and counting process and sign the summary sheet of election results.
Paragraph 11
If a scrutineer is appointed pursuant to Paragraph 8, the minutes of the Shareholders’ meeting shall state the name and job title of such scrutineer.
(Subsequent paragraphs renumbered.) | Act, it is advisable for the Chairperson to appoint a lawyer, certified public accountant, or notary to serve as the inspector.
2. Independence Requirements (Reference to Malaysia Listing Requirements):
With reference to the Listing Requirements of Malaysia, Paragraph 9 is newly added to stipulate that inspectors appointed by the Chairperson under Paragraph 8 must possess both professional expertise and independence to avoid disputes. To ensure independence, inspectors shall not participate in affairs related to the voting procedures of that meeting, nor shall they be a Director, Manager, or employee of the Company or its affiliates.
3. Duties of Inspectors:
To clarify the responsibilities of both general and independent inspectors—which include overseeing the voting and counting process at the meeting venue |
| --- | --- | --- |
~ 41 ~
| | | and signing the election result summary to signify accountability—Paragraph 10 is hereby added.
4. Disclosure in Minutes (Reference to Singapore and Hong Kong Listing Rules):
With reference to the Listing Rules of Singapore and Hong Kong, the names of the inspectors shall be recorded in the minutes of the Shareholders' meeting to enhance transparency. Accordingly, Paragraph 11 is added to require that the name and title of the independent inspector appointed under Paragraph 8 be explicitly stated in the minutes. |
| --- | --- | --- |
| Article 23.
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on | Article 23.
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on | Adds the date of revision. |
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| September 23, 2020. The ninth amendment was made on August 25, 2021. The tenth amendment was made on June 15, 2022. The eleventh amendment was made on June 26, 2024. | September 23, 2020. The ninth amendment was made on August 25, 2021. The tenth amendment was made on June 15, 2022. The eleventh amendment was made on June 26, 2024. The twelfth amendment was made on June 17, 2026. | |
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Disclaimer: this document is a translation from the Chinese version. In the case for any discrepancy the original document shall supersede this version.
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