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新普 — AGM Information 2026
Jun 17, 2026
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AGM Information
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Stock number: 6121
SMP
新普科技股份有限公司
SIMPLO TECHNOLOGY CO., LTD.
2026 Annual Shareholders' Meeting
Minutes
(Translation)
May 29, 2026
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Simplo Technology Co., Ltd.
Shareholders’ Meeting Minutes of 2026
Method: Physical shareholders’ meeting
Time: 9:00 a.m., Friday May 29, 2026
Location: No. 471, Section 2, Ba-De Road, Hukou Township, Hsinchu County (B1 of the Company Headquarters)
Attendees: Total share number of shares represented by shareholders present in person or by proxy was 136,479,605 shares (including 132,566,316 shares present by electronic vote platform), representing 73.78 % of total outstanding 184,970,519 shares.
Directors Present: Sung, Fu-Hsiang, Chairman
Chiu, Kuan-Hsun, Independent Director
Lin, Pi-Jung, Independent Director
Chu, Chih-Hao, Independent Director
In Attendance: Lin, Hsin-Tung, CPA of Deloitte & Touche
Chairman: Sung, Fu-Hsiang
Secretary: Wei, Ching-Wen
A. Calling the Meeting to Order: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
B. Chairman's Address (omitted)
C Report Matters
I. Report on 2025 Business Report
Explanation:
I. 2025 Business Report
(I) Results of Business Plan Implementation
- Business Results:
The Company’s consolidated revenue in 2025 was NT$82 billion, an increase of 2.7% compared to the same period last year. Although price competition pressures persist in the IT industry, through cost management and optimization of the non-IT product mix, overall revenue demonstrated resilience, showing a shift towards growth compared to fiscal year 2024.
In fiscal year 2025, global notebook computer shipments reached approximately 183 million units, a 4.6% year-on-year increase, driven by the AI PC replacement cycle and proactive inventory build-up by brand customers facing tariff and raw material price increases. With continued demands for improved battery life in product specifications, Simplo Technology Group outperformed other competitors in terms of shipments thanks to its leading technology and optimized high-energy-density battery module manufacturing processes. The global tablet market shipped 162 million units in fiscal year 2025, a 9.8% year-on-year increase, showing a stable recovery trend. The smartphone market, driven by AI phones and 5G penetration, saw global shipments stabilize above 1.25 billion units. Our company continued to focus on high-end flagship models, maintaining a stable market share.
Data center backup batteries (BBUs) are seeing a significant increase in demand due to large cloud service providers (CSPs) investing heavily in AI servers. Furthermore, AI servers require several times more BBUs than traditional servers. Our BBU product line experienced strong growth in 2025, becoming a key profit driver. Light electric vehicles (LEVs), after inventory adjustments in 2024, saw demand in the European and North American markets gradually return to normal in 2025. Stimulated by low-carbon transportation policies, shipment momentum is expected to gradually recover as supply and demand adjust.
- Operating profit or loss:
Unit: NT$ thousands
| Item | 2024 | 2025 | Variance (%) |
|---|---|---|---|
| Sales Revenue | 80,031,188 | 82,149,633 | 2.6 |
| Gross Profit | 11,335,463 | 12,688,185 | 11.9 |
| Operating Expenses | 4,913,211 | 4,961,105 | 1.0 |
| Operating Income | 6,422,252 | 7,727,080 | 20.3 |
| Income Before Income Tax | 8,105,840 | 9,351,043 | 15.4 |
| Net Income | 6,322,555 | 7,136,681 | 12.9 |
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(II) Annual budget implementation: The Company did not prepare the 2025 financial forecast.
(III) Analysis of financial revenue and expenditure and profitability
Financial Analysis
Unit: NT$ thousands
| Year
Item | Year | 2024 | 2025 | Variance
(%) |
| --- | --- | --- | --- | --- |
| Net cash generated from (used in) operating activities | | 6,343,804 | 5,927,738 | -6.6 |
| Net cash generated from (used in) investing activities | | 4,636,733 | (4,259,068) | -191.9 |
| Net cash generated from (used in) financing activities | | (5,899,281) | (3,473,912) | -41.1 |
| Return on Assets (%) | | 8.23 | 8.83 | 7.3 |
| Return on Shareholder's Equity (%) | | 15.16 | 15.96 | 5.3 |
| Percentage of paid-in capital | Operating Income | 347.20 | 417.75 | 20.3 |
| | Income Before Income Tax | 438.22 | 505.54 | 15.4 |
| | Net Income for The Year | 341.81 | 385.83 | 12.9 |
| Net Profit Ratio | | 7.90 | 8.69 | 10.0 |
| Earnings per Share (NTD) | | 28.88 | 30.60 | 6.0 |
(IV) R&D status
R&D expenditure and results over the past three years:
| Year | R&D Expenses
(NT$ thousands) | Sales (%) | Major Achievements |
| --- | --- | --- | --- |
| 2023 | 1,946,085 | 2.29 | 1. Research on dynamic capacity estimation algorithm for high-voltage, high-power battery systems (using EKF method).
2. Research on static capacity calibration algorithm for high-voltage, high-power battery systems. |
| 2024 | 1,823,985 | 2.28 | 1. Development of online automatic calibration device and method for high-voltage, high-power battery backup system.
2. High-power battery sampling current detection board. |
| 2025 | 2,141,911 | 2.61 | 1. Technical evaluation research on the architecture (action, protection scenarios, safety tripping) of high-voltage, high-power battery backup system.
2. Research on electric field and insulation risk simulation and evaluation of high-voltage, high-power battery backup system.
3. Development of hardware circuitry and firmware for high-voltage, high-power battery backup system. |
II. Summary of Annual Business Plan for 2026
(I) Operating Objectives
- Prioritizing customer needs and service quality, we will continuously improve our technological capabilities and quality management system to solidify our leading position in the industry.
- With green energy, environmental protection, and sustainable development as the core of our product design, we will continue to invest in new product and innovative technology research and development to strengthen our long-term competitive advantage and fulfill our corporate social responsibility.
- We will continue to cultivate existing customer relationships while actively expanding our international customer base beyond notebook computers and into non-IT application areas for battery modules, thereby improving our overall revenue structure and global market share.
- We will strengthen strategic partnerships with key raw material and component suppliers, ensuring a high-quality supply of raw materials and a competitive cost structure through long-term cooperation and diversified supply strategies.
- We will continue to promote strategic alliances and cross-industry cooperation, integrating internal and external professional resources to expand our market presence and consolidate our existing market share.
- By optimizing organizational operational efficiency and human resource allocation, we will improve overall operational efficiency, productivity, and profitability.
- In response to the global trends of climate change and net-zero transition, we will collaborate with upstream and downstream supply chain partners to jointly promote energy conservation, carbon reduction, and low-carbon operations, thereby achieving our corporate sustainability goals.
- By understanding industry trends, strengthening internal and external communication, refining production and sales management, enhancing production flexibility, and continuously promoting overseas manufacturing and operational expansion, we aim to diversify operational risks and mitigate the impact of global economic fluctuations and geopolitical uncertainties.
(II) Estimated Sales Quantity and Related Information
- Estimated sales quantity:
The global notebook computer market showed signs of recovery in 2025, growing by approximately 4.6% from 175 million units in 2024. Looking ahead to 2026, with the launch of new AI PC models, operating system upgrades, and some replacement demand from the education and commercial markets, global notebook computer demand is expected to remain similar to last year. However, international raw material prices are generally rising, and the notebook computer industry may face a memory supply shortage in 2026, which could impact overall shipments. Rising memory prices could also put pressure on brand profits or reduce consumers' willingness to upgrade, adding uncertainty to the market outlook.
Regarding the global tablet computer market, with product specifications upgrading and application scenarios diversifying, a recovery and growth trend was seen in 2025, and demand is expected to stabilize in 2026. The smartphone market returned to a growth trajectory last year after inventory adjustments. While the overall IT product market is gradually returning to a stable growth pace, continued attention is needed on the potential impact of global economic changes, geopolitical risks, rising raw material costs, and memory supply shortages on end-user demand.
Regarding new business development, benefiting from the long-term trends of energy conservation and carbon reduction, energy transition, and green energy, including two-wheeled electric vehicles, data center backup power systems, and drone-related applications, stable growth is expected. Simplo Technology Group maintains a cautiously optimistic attitude towards the overall development of its new businesses in 2026.
- Basis of sales:
According to market research, the notebook computer market, tablet computer market, and global smartphone shipments are projected to remain flat or experience slight growth in 2026. Among these, AI PC specification upgrades driven by AI applications will be the main growth driver for the notebook computer market. In non-IT applications, the LEV (light electric vehicle) market, after inventory adjustments have concluded, is showing a healthier demand structure and a gradual recovery in market momentum. BBU products will benefit from the rapid development of AI applications and increased capital expenditure by cloud service providers, driving demand for AI servers and large data centers, which is expected to boost lithium battery module shipments.
Considering these factors, Simplo Technology Group, leveraging its years of accumulated R&D and manufacturing capabilities in lithium battery modules, continues to solidify its leading position in the IT product battery module market. Through new business development and overseas expansion, the company anticipates a slight increase in overall sales performance in 2026 compared to 2025.
(III) Important Sales and Production Policies
To address the impact of external competition, regulations, and the overall business environment, our company has formulated the following strategies:
- Based on long-term risk diversification considerations, we will continue to promote the diversification of manufacturing locations and the expansion of production capacity outside mainland China to strengthen supply chain resilience and mitigate geopolitical risks.
- We will refine process technologies and automated production capabilities to improve product quality stability and production efficiency.
- We will strengthen our KPI performance management system and combine it with data analytics tools to continuously optimize organizational effectiveness and core competitiveness.
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- Through global operations and supply chain integration strategies, we will flexibly allocate production capacity to meet customer demand.
- We will continue to invest in the research and development of new technologies and products to increase the proportion of high-value-added products.
- We will incorporate sustainability and ESG into our business decision-making, responding to the expectations of regulations, customers, and investors, and fulfilling our corporate social responsibility.
- We will implement green design, green manufacturing, and recycling to reduce the environmental impact throughout the product lifecycle.
- We will introduce AI and digital tools into our R&D, production, and operational management processes to improve decision-making efficiency and competitiveness.
- Continuously cultivate international marketing and technical service talents, expand new global customers and diversified application markets, and increase market share.
III. Future Development Strategies
In addition to its core business of ICT product battery modules, Simplo Technology Group has actively expanded into new application areas with growth potential in recent years to strengthen overall operational momentum and mitigate the risks of industry fluctuations. In the power battery product sector, it focuses on the design, manufacturing, and sales of high-power electric bicycle and drone battery modules. Leveraging its existing battery management and system integration technology, its market share in the two-wheeled electric vehicle market continues to steadily increase. With rising global environmental awareness and the advancement of vehicle electrification, the two-wheeled electric vehicle market is expected to continue its long-term growth potential.
In response to the rapidly increasing demand for 5G, smart cloud, and public cloud, driving demand for lead-acid to lithium-ion batteries in large data centers, Simplo Technology Group has been investing in this field for many years and maintains close collaborations with leading international brands. This will be a significant growth engine for Simplo Technology Group in the coming years. Considering the changing international political and economic situation and the high degree of uncertainty in industry demand, Simplo Technology Group will continue to adhere to a prudent operating principle, deepen collaboration with customers, strictly control inventory levels and operational risks, and consolidate its competitive advantage in the IT/non-IT battery module market.
IV. Effect of External Competition, Legal Regulations, and Overall Business Environment
Notebook computers, with their high mobility and productivity, have become essential tools for individual and enterprise users. With the continued adoption of AI applications in terminal devices, market demand for high-performance notebook computers is expected to gradually increase. However, this market growth has also attracted numerous battery cell and battery module suppliers, intensifying industry competition. Facing this changing competitive environment, Simplo Technology Group continues to strengthen its core competitiveness, leveraging its strong battery module R&D capabilities, quality management expertise, and system integration experience accumulated through long-term customer partnerships to provide
differentiated and value-added products and services, thereby consolidating its market position and enhancing customer loyalty.
Regarding regulations and the overall business environment, global requirements for corporate sustainability and carbon reduction responsibility are increasingly stringent, with related environmental regulations and disclosure standards becoming increasingly rigorous. Simplo Technology Group aligns with the United Nations Sustainable Development Goals (SDGs), integrating ESG principles into its business decisions. While pursuing operational growth, it considers the three dimensions of environment, society, and governance to meet regulatory requirements and enhance its overall competitiveness.
In response to global climate change and carbon reduction trends, Simplo Technology Group officially submitted its medium- to long-term carbon reduction targets to the Science-Based Carbon Reduction Initiative (SBTi) in 2022, using 2020 as the base year. The company has also been gradually including key suppliers in its carbon inventory and emission reduction efforts, working with value chain partners to promote a low-carbon transition.
Furthermore, Simplo Technology Group continues to strengthen its sustainability disclosure, compiling sustainability reports in accordance with GRI guidelines, and has completed ISO 14067 carbon footprint certification for its IT battery modules. In 2024, Simplo Technology Group further joined the Renewable Energy Initiative (RE100), committing to achieving 100% renewable energy use by 2040, demonstrating the company's concrete actions in responding to regulatory trends and implementing sustainable operations.
Overall, facing changes in external competition, the regulatory environment, and the overall business environment, Simplo Technology Group will continue to adhere to the principle of sound operation, continuously strengthening its sustainable competitiveness through technological advancements, operational efficiency improvements, and sustainable development strategies, setting a benchmark for sustainable development in the industry.
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
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II. Report on 2025 Audit Committee's Audit Report
Explanation: Please refer the Audit Committee’s Audit Report as below:
Audit Committee's Audit Report
The Board of Directors has submitted the Company's 2025 Business Report, Financial Statements (including Individual and Consolidated Financial Statements) and the Proposal for Earnings Distributions. Therein, the Financial Statements have been audited by CPAs, Su-Li Fang and Cheng-Chih Lin from Deloitte & Touche, and an Audit Report has been issued. The afore-mentioned Business Report, Financial Statements and the Proposal for Earnings Distributions have been audited by our Audit Committee and we are of the opinion that no discrepancy has been observed. Hence, we have enclosed the report in accordance with Article 219 in the Company Act as permitted by Article 14-4 of the Securities and Exchange Act. Please examine accordingly.
To
Simplo Technology Co., Ltd. Shareholders’ Meeting 2025
Convener of the Audit Committee: Chiu, Kuan-Hsun
March 27, 2026
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III. Report on 2025 Employees' Compensation (including Junior Employees' Compensation) and Directors' Remuneration
Explanation:
(I) According to the Company’s “Articles of Incorporation”, the employees’ compensation and Directors’ remuneration will be distributed at the ratio of 3.08% and 0.43% of 2025 Income before Income Tax, employees’ compensation and Directors’ remuneration, respectively.
(II) We plan to distribute NT$ 210,314,000 (includes a minimum compensation of NT$ 90,000,000 for junior employees) for employees’ compensation and NT$ 29,000,000 for Directors’ remuneration for the year of 2025. Both will be paid in cash.
IV. Report on 2025 Earnings Distribution for Cash Dividends
Explanation: According to the Company’s “Articles of Incorporation”, the Board of Directors is authorized to approve Cash Dividends of Earnings Distribution every half of the year. The distribution of cash dividends for 2025 is as follows:
| 2025 | Date of Board Resolutions | Distribution Date | Cash dividends per share (NT$) | Total Cash Dividends (NT$) |
|---|---|---|---|---|
| First half of the year | November10, 2025 | January 21, 2026 | 9.5 | 1,757,219,931 |
| Second half of the year | March9, 2026 | Note | 12.3 | 2,275,137,384 |
| Total | 21.8 | 4,032,357,315 |
Note: The distribution base date and distribution date have not been set by Chairman yet.
V. Report on Directors' Remuneration
Explanation:
(I) Based on the Company's profitability as well as each Director's level of participation in and contribution to the Company's operations, the Remuneration Committee has submitted the remuneration proposal, which has been approved by the Board of Directors.
(II) The details and amounts of the remuneration received by the Directors for 2025, please refer to Attachment 1 on Page 35 in this Minutes.
D. Acknowledged Matters
Proposal 1 (proposed by the Board of Directors)
Proposal: Adoption of 2025 Business Report and Financial Statements
Explanation:
(I) The Company has prepared the Financial Statements (including Individual and Consolidated Financial Statement) for the year of 2025, which have been audited by CPAs, Su-Li Fang and Cheng-Chih Lin from Deloitte & Touche with an unmodified opinion.
(II) The aforementioned statements and Business Report have been submitted to the Audit Committee for audit and issued audit report.
(III) Please refer Pages 3-8 and 12-29 in this Minutes for the aforementioned Business Report, Audit Report, Individual Financial Statements and Consolidated Financial Statements.
Resolution: The total number of shares represented by shareholders present in person or by proxy was 136,479,605 shares. The voting results were as follows:
(1) Votes in favor: 129,239,342 votes (125,329,488 votes )
(2) Votes against: 58,966 votes (58,966 votes )
(3) Invalid votes / Abstentions: 7,181,297 votes (7,177,862 votes *)
The percentage of votes in favor was 94.69% of the total shares represented by shareholders present.
The above proposal was approved as proposed.
*Note: Numbers in brackets represent votes cast electronically.
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(INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENTS)
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Simplo Technology Co., Ltd.
Opinion
We have audited the accompanying financial statements of Simplo Technology Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of material accounting policy information (collectively referred to as the “financial statements”).
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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the 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 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 for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. 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.
The key audit matter of the Company’s financial statements for the year ended December 31, 2025 is described as follows:
Revenue recognition
The Company is mainly engaged in the manufacture and sale of lithium battery products. The Company’s operating revenue is considered one of the most significant account items in the Company’s financial statements. The amount of any changes in operating revenue may affect the users’ understanding of the financial statements as a whole. Therefore, the occurrence of operating revenue from some of the customers whose revenue has grown significantly has been identified as a key audit matter.
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In response to the above-mentioned key audit matter, we performed the following audit procedures:
- Understanding, assessing, and randomly testing the effectiveness of the design and implementation of internal control systems for the order procedure, shipment procedure, sales revenue recognition, and payment collection with respect to specific customers.
- Randomly reviewing the order or shipment receipts, invoices or commercial invoices for the specific customers and verifying the authenticity of changes in the sales revenue.
- Randomly reviewing the collection of payments from the specific customers and verifying whether the actual payment amount matches the remittance proof. For those payments that have not yet been received, check whether they are within the credit period. If the credit period has expired, further investigate if there are any irregularities.
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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 maintain 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.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 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 auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the 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 for the year ended December 31, 2025 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-Li Fang and Cheng-Chih Lin.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 27, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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SIMPLO TECHNOLOGY CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4, 6 and 26) | $ 11,933,743 | 19 | $ 14,686,085 | 23 |
| Financial assets at fair value through profit or loss - current (Notes 4, 7 and 26) | 200,836 | - | 185,428 | - |
| Financial assets at amortized cost - current (Notes 4, 9 and 26) | 5,227,265 | 8 | 3,744,768 | 6 |
| Accounts receivable (Notes 4, 5, 10 and 26) | 13,855,950 | 22 | 13,215,120 | 21 |
| Accounts receivable from related parties (Notes 4, 5, 26 and 27) | 1,279,718 | 2 | 450,261 | 1 |
| Other receivables (Notes 10 and 26) | 31,951 | - | 118,674 | - |
| Other receivables from related parties (Notes 26 and 27) | 486,545 | 1 | 3,504 | - |
| Inventories (Notes 4, 5 and 11) | 2,599,916 | 4 | 3,247,106 | 5 |
| Prepayments | 52,065 | - | 13,338 | - |
| Other current assets (Note 15) | 116,689 | - | 107,313 | - |
| Total current assets | 35,784,678 | 56 | 35,771,597 | 56 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 26) | 393,046 | 1 | 328,629 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 26) | 94,931 | - | 162,264 | - |
| Financial assets at amortized cost - non-current (Notes 4, 9 and 26) | - | - | 98,205 | - |
| Investments accounted for using the equity method (Notes 4 and 12) | 24,926,442 | 39 | 24,734,487 | 39 |
| Property, plant and equipment (Notes 4 and 13) | 2,002,814 | 3 | 1,633,755 | 3 |
| Intangible assets (Notes 4 and 14) | 61,589 | - | 56,673 | - |
| Deferred tax assets (Notes 4 and 23) | 942,095 | 1 | 998,464 | 2 |
| Prepayments for land and equipment | 9,750 | - | 39,823 | - |
| Refundable deposits (Note 26) | 62,784 | - | 131,162 | - |
| Net defined benefit assets - non-current (Notes 4 and 19) | 21,387 | - | 17,414 | - |
| Total non-current assets | 28,514,838 | 44 | 28,200,876 | 44 |
| TOTAL | $ 64,299,516 | 100 | $ 63,972,473 | 100 |
| LIABILITIES AND EQUITY | 2025 | 2024 | ||
| --- | --- | --- | --- | --- |
| Amount | % | Amount | % | |
| CURRENT LIABILITIES | ||||
| Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 26) | $ 167,564 | - | $ 298,268 | 1 |
| Accounts payable (Notes 16 and 26) | 7,491,965 | 12 | 6,475,396 | 10 |
| Accounts payable to related parties (Notes 26 and 27) | 9,315,387 | 14 | 9,881,259 | 16 |
| Other payables (Notes 17 and 26) | 3,597,179 | 6 | 4,721,753 | 7 |
| Current tax liabilities (Notes 4 and 23) | 167,113 | - | 593,163 | 1 |
| Provisions - current (Notes 4, 5 and 18) | 708,708 | 1 | 806,337 | 1 |
| Other current liabilities - others (Note 17) | 640,450 | 1 | 579,459 | 1 |
| Total current liabilities | 22,088,366 | 34 | 23,355,635 | 37 |
| NON-CURRENT LIABILITIES | ||||
| Provisions - non-current (Notes 4, 5 and 18) | 1,417,417 | 2 | 1,612,674 | 3 |
| Deferred tax liabilities (Notes 4 and 23) | 2,401,334 | 4 | 2,238,004 | 3 |
| Guarantee deposits | 3,502 | - | 2,788 | - |
| Total non-current liabilities | 3,822,253 | 6 | 3,853,466 | 6 |
| Total liabilities | 25,910,619 | 40 | 27,209,101 | 43 |
| EQUITY (Note 20) | ||||
| Share capital | - | - | - | - |
| Ordinary shares | 1,849,705 | 3 | 1,849,705 | 3 |
| Capital surplus | 5,692,496 | 9 | 5,693,571 | 9 |
| Retained earnings | - | - | - | - |
| Legal reserve | 7,507,107 | 11 | 6,972,284 | 11 |
| Special reserve | - | - | 802,697 | 1 |
| Unappropriated earnings | 23,657,284 | 37 | 21,120,376 | 33 |
| Other equity | 31,164,391 | 48 | 28,895,357 | 45 |
| Total equity | (317,695) | - | 324,739 | - |
| TOTAL | 38,388,897 | 60 | 36,763,372 | 57 |
| TOTAL | $ 64,299,516 | 100 | $ 63,972,473 | 100 |
The accompanying notes are an integral part of the financial statements.
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
SIMPLO TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4, 21 and 27) | $ 66,200,748 | 100 | $ 70,070,418 | 100 |
| OPERATING COSTS (Notes 11, 22 and 27) | 61,096,903 | 92 | 64,577,500 | 92 |
| GROSS PROFIT | 5,103,845 | 8 | 5,492,918 | 8 |
| UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES | 12,889 | - | (19,603) | - |
| REALIZED GROSS PROFIT | 5,116,734 | 8 | 5,473,315 | 8 |
| OPERATING EXPENSES (Notes 4, 10 and 22) | ||||
| Selling and marketing expenses | 1,423,247 | 2 | 1,729,538 | 3 |
| General and administrative expenses | 292,008 | 1 | 264,223 | - |
| Research and development expenses | 682,649 | 1 | 673,469 | 1 |
| Total operating expenses | 2,397,904 | 4 | 2,667,230 | 4 |
| PROFIT FROM OPERATIONS | 2,718,830 | 4 | 2,806,085 | 4 |
| NON-OPERATING INCOME AND EXPENSES (Note 22) | ||||
| Interest income | 606,072 | 1 | 664,989 | 1 |
| Other income | 31,062 | - | 19,886 | - |
| Other gains and losses | 509,753 | 1 | (141,553) | - |
| Share of profit of subsidiaries | 2,717,196 | 4 | 2,697,191 | 4 |
| Total non-operating income and expenses | 3,864,083 | 6 | 3,240,513 | 5 |
| PROFIT BEFORE INCOME TAX | 6,582,913 | 10 | 6,046,598 | 9 |
| INCOME TAX EXPENSE (Notes 4 and 23) | 921,245 | 2 | 704,894 | 1 |
| NET PROFIT FOR THE YEAR | 5,661,668 | 8 | 5,341,704 | 8 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified to profit or loss: (Notes 4, 19 and 20) | ||||
| Remeasurement of defined benefit plans | 2,652 | - | 6,522 | - |
| Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income | (38,333) | - | (6,474) | - |
| (Continued) |
SIMPLO TECHNOLOGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Share of the other comprehensive (loss) income of subsidiaries accounted for using the equity method | $ (483,037) | (1) | $ 501,387 | - |
| Items that may be reclassified subsequently to profit or loss: (Notes 4, 20 and 23) | ||||
| Exchange differences on translating the financial statements of foreign operations | 369,062 | 1 | 790,654 | 1 |
| Income tax relating to items that may be reclassified subsequently to profit or loss | (19,528) | - | (158,131) | - |
| Other comprehensive (loss) income for the year, net of income tax | (169,184) | - | 1,133,958 | 1 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 5,492,484 | 8 | $ 6,475,662 | 9 |
| EARNINGS PER SHARE (Note 24) | ||||
| Basic | $ 30.60 | $ 28.88 | ||
| Diluted | $ 30.50 | $ 28.79 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
17
SIMPLO TECHNOLOGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital - Ordinary Shares | Retained Earnings | Other Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Exchanges Differences on Translating Foreign Operations | Total Equity | |
| BALANCE ON JANUARY 1, 2024 | 184,970 | $ 1,849,705 | $ 5,693,571 | $ 6,404,086 | $ 614,076 | $ 20,376,356 | $ 14,585 | $(817,282) | $ 34,135,097 |
| Appropriation of earnings | |||||||||
| Legal reserve | - | - | - | 568,198 | - | (568,198) | - | - | - |
| Special reserve | - | - | - | - | 188,621 | (188,621) | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | - | (3,847,387) | - | - | (3,847,387) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 5,341,704 | - | - | 5,341,704 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 6,522 | 494,913 | 632,523 | 1,133,958 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 5,348,226 | 494,913 | 632,523 | 6,475,662 |
| BALANCE ON DECEMBER 31, 2024 | 184,970 | 1,849,705 | 5,693,571 | 6,972,284 | 802,697 | 21,120,376 | 509,498 | (184,759) | 36,763,372 |
| Appropriation of earnings | |||||||||
| Legal reserve | - | - | - | 534,823 | - | (534,823) | - | - | - |
| Special reserve | - | - | - | - | (802,697) | 802,697 | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | - | (3,865,884) | - | - | (3,865,884) |
| Changes in associates and joint ventures recognized using the equity method | - | - | (1,075) | - | - | - | - | - | (1,075) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 470,598 | (470,598) | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 5,661,668 | - | - | 5,661,668 |
| Other comprehensive income for the year ended December 31, 2025, net of income tax | - | - | - | - | - | 2,652 | (45,501) | (126,335) | (169,184) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | 5,664,320 | (45,501) | (126,335) | 5,492,484 |
| BALANCE ON DECEMBER 31, 2025 | 184,970 | $ 1,849,705 | $ 5,692,496 | $ 7,507,107 | $ - | $ 23,657,284 | $ (6,601) | $(311,094) | $ 38,388,897 |
The accompanying notes are an integral part of the financial statements.
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
SIMPLO TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 6,582,913 | $ 6,046,598 |
| Adjustments for: | ||
| Depreciation expenses | 110,008 | 108,432 |
| Amortization expenses | 40,865 | 27,290 |
| Interest income | (606,072) | (664,989) |
| Dividend income | (8,845) | (2,126) |
| Gain on disposal of property, plant and equipment | - | (10,207) |
| Gain on investments accounted for using the equity method | (2,717,196) | (2,697,191) |
| Unrealized (gain) loss on the transactions with subsidiaries | (12,889) | 19,603 |
| Gain on foreign exchange, net | (210,962) | (512,708) |
| Changes in operating assets and liabilities: | ||
| Financial Instruments at fair value through profit or loss | (184,459) | 1,363,507 |
| Accounts receivable (including related parties) | (1,578,501) | (858,227) |
| Other receivables (including related parties) | (473,531) | 22,136 |
| Inventories | 647,190 | 3,628,516 |
| Prepayments | (38,727) | 11,994 |
| Other current assets | (9,376) | (9,870) |
| Accounts payable (including related parties) | 440,381 | (3,137,576) |
| Other payables | (1,010,901) | 325,466 |
| Provisions | (292,886) | 1,101,966 |
| Other current liabilities | 60,991 | (81,591) |
| Net defined benefit assets | (1,321) | (1,174) |
| Cash generated from operations | 736,682 | 4,679,849 |
| Income tax paid | (1,147,124) | (2,342,048) |
| Net cash (used in) generated from operating activities | (410,442) | 2,337,801 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from capital reduction of financial assets at fair value through profit or loss | - | 3,718 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 29,000 | 95,000 |
| Purchase of financial assets at amortized cost | (1,230,570) | - |
| Proceeds from sale of financial assets at amortized cost | - | 1,379,971 |
| Purchase of financial assets at fair value through profit or loss | (26,070) | (835,159) |
| Acquisition of subsidiaries | - | (626,998) |
| Payments for property, plant and equipment | (459,879) | (106,119) |
| Proceeds from disposal of property, plant and equipment | 10,885 | 10,313 |
| Decrease in refundable deposits | 46,362 | 55,091 |
| Payments for intangible assets | (45,781) | (55,374) |
| Interest received | 693,410 | 559,694 |
| Dividends received from subsidiaries | 2,423,080 | 2,436,384 |
| Dividends received | 8,845 | 2,126 |
| Net cash generated from investing activities | 1,449,282 | 2,918,647 |
(Continued)
SIMPLO TECHNOLOGY CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Decrease in guarantee deposits | $ 714 | $ - |
| Dividends paid to owners of the Company | (3,791,896) | (4,013,860) |
| Net cash used in financing activities | (3,791,182) | (4,013,860) |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (2,752,342) | 1,242,588 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 14,686,085 | 13,443,497 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 11,933,743 | $ 14,686,085 |
The accompanying notes are an integral part of the financial statements. (Concluded)
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
20
(INDEPENDENT AUDITORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS)
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Simplo Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Simplo Technology Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements 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 policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the 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 for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group's consolidated financial statements for the year ended December 31, 2025 is described as follows:
Revenue recognition
The Group is mainly engaged in the manufacture and sale of lithium battery products. The Group's operating revenue is considered one of the most significant account items in the Group's consolidated financial statements. The amount of any changes in operating revenue may affect the users' understanding of the consolidated financial statements as a whole. Therefore, the occurrence of operating revenue from some of the customers whose revenue has grown significantly is identified as a key audit matter.
21
In response to the above-mentioned key audit matter, we performed the following audit procedures:
- Understanding, assessing, and randomly testing the effectiveness of the design and implementation of internal control systems for the order procedure, shipment procedure, sales revenue recognition, and payment collection with respect to specific customers.
- Randomly reviewing the order or shipment receipts, invoices or commercial invoices for the specific customers and verifying the authenticity of changes in the sales revenue.
- Randomly reviewing the collection of payments from the specific customers and verifying whether the actual payment amount matches the remittance proof. For those payments that have not yet been received, check whether they are within the credit period. If the credit period has expired, further investigate if there are any irregularities.
Other Matter
We have also audited the parent company only financial statements of Simplo Technology Co., Ltd. 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than 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.
22
-
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 auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless 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 audits resulting in this independent auditors’ report are Su-Li Fang and Cheng-Chih Lin.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 27, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
23
SIMPLO TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| ASSETS | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4, 6 and 29) | $ 21,983,180 | 26 | $ 23,967,140 | 31 |
| Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) | 200,836 | - | 196,916 | - |
| Financial assets at amortized cost - current (Notes 4, 9, 29 and 31) | 12,673,928 | 15 | 9,839,450 | 13 |
| Notes and accounts receivable (Notes 4, 10 and 29) | 15,897,828 | 19 | 15,120,744 | 19 |
| Other receivables (Notes 10 and 29) | 80,368 | - | 281,341 | - |
| Current tax assets (Notes 4 and 26) | 42,932 | - | 18,724 | - |
| Inventories (Notes 4 and 11) | 16,691,958 | 20 | 14,210,740 | 18 |
| Prepayments | 823,700 | 1 | 368,579 | 1 |
| Other current assets (Note 17) | 338,337 | 1 | 310,697 | - |
| Total current assets | 68,733,067 | 82 | 64,314,331 | 82 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 29) | 393,046 | 1 | 328,629 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29) | 232,168 | - | 793,638 | 1 |
| Financial assets at amortized cost - non-current (Notes 4, 9 and 29) | - | - | 98,205 | - |
| Investments accounted for using the equity method (Note 13) | - | - | 92,978 | - |
| Property, plant and equipment (Notes 4 and 14) | 9,802,188 | 12 | 8,971,057 | 12 |
| Right-of-use assets (Notes 4 and 15) | 720,441 | 1 | 783,362 | 1 |
| Intangible assets (Notes 4 and 16) | 168,825 | - | 115,624 | - |
| Deferred tax assets (Notes 4 and 26) | 1,709,725 | 2 | 1,312,639 | 2 |
| Prepayments for land and equipment (Note 15) | 669,623 | 1 | 390,513 | 1 |
| Refundable deposits (Notes 29, 31 and 32) | 1,000,129 | 1 | 1,106,581 | 1 |
| Net defined benefit assets - non-current (Notes 4 and 22) | 21,387 | - | 17,414 | - |
| Other non-current assets (Note 17) | 50,811 | - | 14,094 | - |
| Total non-current assets | 14,768,343 | 18 | 14,024,734 | 18 |
| TOTAL | $ 83,501,410 | 100 | $ 78,339,065 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
| LIABILITIES AND EQUITY | 2025 | 2024 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT LIABILITIES | ||||
| Short-term loans (Notes 4, 18, 29 and 32) | $ 942,901 | 1 | $ 449,228 | 1 |
| Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 29) | 209,926 | - | 323,109 | - |
| Accounts payable (Notes 19 and 29) | 22,408,005 | 27 | 19,508,919 | 25 |
| Other payables (Notes 20 and 29) | 5,584,556 | 7 | 6,626,492 | 9 |
| Current tax liabilities (Notes 4 and 26) | 1,183,507 | 2 | 929,765 | 1 |
| Provisions - current (Notes 4 and 21) | 708,708 | 1 | 806,337 | 1 |
| Lease liabilities - current (Notes 4, 15 and 29) | 42,091 | - | 30,247 | - |
| Other current liabilities (Note 20) | 2,011,916 | 2 | 1,761,258 | 2 |
| Total current liabilities | 33,091,610 | 40 | 30,435,355 | 39 |
| NON-CURRENT LIABILITIES | ||||
| Provisions - non-current (Notes 4 and 21) | 1,417,417 | 2 | 1,612,674 | 2 |
| Deferred tax liabilities (Notes 4 and 26) | 2,905,573 | 3 | 2,735,871 | 4 |
| Lease liabilities - non-current (Notes 4, 15 and 29) | 73,867 | - | 110,717 | - |
| Guarantee deposits (Note 20) | 11,828 | - | 11,507 | - |
| Total non-current liabilities | 4,408,685 | 5 | 4,470,769 | 6 |
| Total liabilities | 37,500,295 | 45 | 34,906,124 | 45 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 23) | ||||
| Share capital | 1,849,705 | 2 | 1,849,705 | 2 |
| Ordinary shares | 5,692,496 | 7 | 5,693,571 | 7 |
| Capital surplus | 7,507,107 | 9 | 6,972,284 | 9 |
| Retained earnings | - | - | 802,697 | 1 |
| Legal reserve | - | - | - | - |
| Special reserve | - | - | 23,657,284 | 28 |
| Unappropriated earnings | 31,164,391 | 37 | 28,895,357 | 37 |
| Other equity | (317,695) | - | 324,739 | 1 |
| Total equity attributable to owners of the Company | 38,388,897 | 46 | 36,763,372 | 47 |
| NON-CONTROLLING INTERESTS | 7,612,218 | 9 | 6,669,569 | 8 |
| Total equity | 46,001,115 | 55 | 43,432,941 | 55 |
| TOTAL | $ 83,501,410 | 100 | $ 78,339,065 | 100 |
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
SIMPLO TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4 and 24) | $ 82,149,633 | 100 | $ 80,031,188 | 100 |
| OPERATING COSTS (Notes 11 and 25) | 69,461,448 | 85 | 68,695,725 | 86 |
| GROSS PROFIT | 12,688,185 | 15 | 11,335,463 | 14 |
| OPERATING EXPENSES (Notes 10 and 25) | ||||
| Selling and marketing expenses | 1,739,936 | 2 | 2,051,235 | 3 |
| General and administrative expenses | 1,079,472 | 1 | 1,037,987 | 1 |
| Research and development expenses | 2,141,911 | 3 | 1,823,985 | 2 |
| Expected credit loss (gain) | (214) | - | 4 | - |
| Total operating expenses | 4,961,105 | 6 | 4,913,211 | 6 |
| PROFIT FROM OPERATIONS | 7,727,080 | 9 | 6,422,252 | 8 |
| NON-OPERATING INCOME AND EXPENSES (Note 25) | ||||
| Interest income | 1,201,310 | 2 | 1,380,656 | 2 |
| Other income | 78,796 | - | 75,857 | - |
| Other gains and losses | 355,579 | - | 291,147 | - |
| Finance costs | (8,492) | - | (60,275) | - |
| Share of profits or losses of associates and joint ventures accounted for using the equity method | (3,230) | - | (3,797) | - |
| Total non-operating income and expenses | 1,623,963 | 2 | 1,683,588 | 2 |
| PROFIT BEFORE INCOME TAX | 9,351,043 | 11 | 8,105,840 | 10 |
| INCOME TAX EXPENSE (Notes 4 and 26) | 2,214,362 | 3 | 1,783,285 | 2 |
| NET PROFIT FOR THE YEAR | 7,136,681 | 8 | 6,322,555 | 8 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified to profit of loss (Notes 4 and 23): | ||||
| Remeasurement of defined benefit plans | 2,652 | - | 6,522 | - |
| Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income | (45,500) | - | 493,911 | - |
| (Continued) |
25
SIMPLO TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Items that may be reclassified subsequently to profit or loss (Notes 4, 23 and 26): | ||||
| Exchange differences on translating the financial statements of foreign operations | $ (156,268) | - | $ 1,700,815 | 2 |
| Income tax relating to items that may be reclassified subsequently to profit or loss | (19,528) | - | (158,131) | - |
| Other comprehensive income (loss) for the year, net of income tax | (218,644) | - | 2,043,117 | 2 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 6,918,037 | 8 | $ 8,365,672 | 10 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 5,661,668 | 7 | $ 5,341,704 | 7 |
| Non-controlling interests | 1,475,013 | 2 | 980,851 | 1 |
| $ 7,136,681 | 9 | $ 6,322,555 | 8 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 5,492,484 | 6 | $ 6,475,662 | 8 |
| Non-controlling interests | 1,425,553 | 2 | 1,890,010 | 2 |
| $ 6,918,037 | 8 | $ 8,365,672 | 10 | |
| EARNINGS PER SHARE (Note 27) | ||||
| Basic | $ 30.60 | $ 28.88 | ||
| Diluted | $ 30.50 | $ 28.79 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
26
SIMPLO TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital - Ordinary Shares | Retained Earnings | Other Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousands) | Amount | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Exchanges Differences on Translating Foreign Operations | Total Equity Attributable to Owners of the Company | Non-controlling Interests | Total Equity | |
| BALANCE AT JANUARY 1, 2024 | 184,970 | $ 1,849,705 | $ 5,693,571 | $ 6,404,086 | $ 614,076 | $ 20,376,356 | $ 14,585 | $ (817,282) | $ 34,135,097 | $ 5,859,793 | $ 39,994,890 |
| Appropriation of earnings | |||||||||||
| Legal reserve | - | - | - | 568,198 | - | (568,198) | - | - | - | - | - |
| Special reserve | - | - | - | - | 188,621 | (188,621) | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | - | (3,847,387) | - | - | (3,847,387) | - | (3,847,387) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 5,341,704 | - | - | 5,341,704 | 980,851 | 6,322,555 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 6,522 | 494,913 | 632,523 | 1,133,958 | 909,159 | 2,043,117 |
| Total comprehensive income for the year ended December 31, 2024 | - | - | - | - | - | 5,348,226 | 494,913 | 632,523 | 6,475,662 | 1,890,010 | 8,365,672 |
| Cash dividends distributed to non-controlling interests | - | - | - | - | - | - | - | - | - | (1,080,234) | (1,080,234) |
| BALANCE AT DECEMBER 31, 2024 | 184,970 | 1,849,705 | 5,693,571 | 6,972,284 | 802,697 | 21,120,376 | 509,498 | (184,759) | 36,763,372 | 6,669,569 | 43,432,941 |
| Appropriation of earnings | |||||||||||
| Legal reserve | - | - | - | 534,823 | - | (534,823) | - | - | - | - | - |
| Special reserve | - | - | - | - | (802,697) | 802,697 | - | - | - | - | - |
| Cash dividends distributed to shareholders | - | - | - | - | - | (3,865,884) | - | - | (3,865,884) | - | (3,865,884) |
| Changes in associates and joint ventures recognized using the equity method | - | - | (1,075) | - | - | - | - | - | (1,075) | - | (1,075) |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 470,598 | (470,598) | - | - | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 5,661,668 | - | - | 5,661,668 | 1,475,013 | 7,136,681 |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | - | 2,652 | (45,501) | (126,335) | (169,184) | (49,460) | (218,644) |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | - | 5,664,320 | (45,501) | (126,335) | 5,492,484 | 1,425,553 | 6,918,037 |
| Cash dividends distributed to non-controlling interests | - | - | - | - | - | - | - | - | - | (482,904) | (482,904) |
| BALANCE AT DECEMBER 31, 2025 | 184,970 | $ 1,849,705 | $ 5,692,496 | $ 7,507,107 | $ - | $ 23,657,284 | $ (6,601) | $ (311,094) | $ 38,388,897 | $ 7,612,218 | $ 46,001,115 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
SIMPLO TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 9,351,043 | $ 8,105,840 |
| Adjustments for: | ||
| Depreciation expenses | 2,388,142 | 2,474,846 |
| Amortization expenses | 92,843 | 64,983 |
| Expected credit (gain) loss recognized on accounts receivable | (214) | 4 |
| Finance costs | 8,492 | 60,275 |
| Interest income | (1,201,310) | (1,380,656) |
| Dividend income | (8,845) | (2,126) |
| Share of profit of associates and joint ventures | 3,230 | 3,798 |
| Loss on disposal of property, plant and equipment | 41,081 | 45,196 |
| Write-downs of inventories | 226,643 | 40,185 |
| Loss (gain) on foreign exchange, net | 203,291 | (939,800) |
| Changes in operating assets and liabilities: | ||
| Financial instruments as at fair value through profit or loss | (69,123) | 659,413 |
| Notes and accounts receivable | (698,690) | (1,653,586) |
| Other receivables | (281,534) | (40,223) |
| Inventories | (2,727,151) | 2,694,959 |
| Prepayments | (455,121) | 28,088 |
| Other current assets | (27,640) | (57,952) |
| Accounts payable | 2,889,781 | (1,461,540) |
| Other payables | (1,550,881) | (49,108) |
| Provisions | (292,886) | 1,101,967 |
| Other current liabilities | 248,494 | (52,327) |
| Net defined benefit assets | (1,321) | (1,174) |
| Cash generated from operations | 8,138,324 | 9,641,062 |
| Interest paid | (11,859) | (59,276) |
| Income tax paid | (2,198,727) | (3,237,982) |
| Net cash generated from operating activities | 5,927,738 | 6,343,804 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of financial assets at fair value through other comprehensive income | 723,755 | - |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 29,000 | 131,671 |
| Purchase of financial assets at amortized cost | (2,652,284) | - |
| Proceeds from sale of financial assets at amortized cost | - | 3,513,686 |
| Purchase of financial assets at fair value through profit or loss | (112,397) | (93,685) |
| Proceeds from capital reduction of financial assets at fair value through profit or loss | - | 3,718 |
| Payments for property, plant and equipment | (3,567,814) | (2,233,106) |
| Proceeds from disposal of property, plant and equipment | 70,997 | 113,968 |
| Decrease in refundable deposits | 53,019 | 1,623,836 |
| Payments for intangible assets | (140,773) | (88,378) |
| (Continued) |
-28-
SIMPLO TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from intangible assets | $ 1,896 | $ - |
| Interest received | 1,326,688 | 1,284,101 |
| Dividends received | 8,845 | 2,126 |
| Proceeds from disposal of right-of-use assets | - | 378,796 |
| Net cash (used in) generated from investing activities | (4,259,068) | 4,636,733 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 1,245,268 | 3,909,782 |
| Repayments of short-term borrowings | (900,174) | (5,409,346) |
| Proceeds from (repayments of) guarantee deposits received | 321 | (225) |
| Repayment of the principal portion of lease liabilities | (27,431) | (385,632) |
| Dividends paid to owners of the Company | (3,791,896) | (4,013,860) |
| Net cash used in financing activities | (3,473,912) | (5,899,281) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (178,718) | 1,219,667 |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,983,960) | 6,300,923 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 23,967,140 | 17,666,217 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 21,983,180 | $ 23,967,140 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
Proposal 2 (proposed by the Board of Directors)
Proposal: Adoption of 2025 Earnings Distribution
Explanation: Please refer the Distribution of 2025 Earnings as below:
Simplo Technology Co., Ltd.
Distribution of 2025 Earnings
Unit: NTD
| Item | Amount |
|---|---|
| Unappropriated Earnings at the beginning | NT$ 19,604,325,833 |
| Add : Net Income of 2025 | 5,661,667,737 |
| Actuarial gains and losses in this period | 2,651,289 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | 470,597,660 |
| Subtract: Legal reserve (10%) | (613,491,669) |
| Special reserve | (642,434,241) |
| Earnings Available for Distribution | 24,483,316,609 |
| Distribution of cash dividends to shareholders for the first half of the year in 2025 (NT$ 9.5 per share) | (1,757,219,931) |
| Distribution of cash dividends to shareholders for the second half of the year in 2025 (NT$ 12.3 per share) | (2,275,137,384) |
| Unappropriated Earnings at the end | NT$ 20,450,959,294 |
Chairman: Sung, Fu-Hsiang
Manager: Sung, Fu-Hsiang
Accounting Manager: Chou, Li-Man
-
For this period's motion to distribute cash dividends, the dividend will be calculated to the amount of one whole NTD, and any decimal point below one NTD will be rounded down. Shares below one dollar NTD will be adjusted from the largest decimal place, until the total amount of cash dividends has been distributed.
-
If thereafter, due to changes in the Company's share capital, which affects the number of shares in circulation and causes changes in the dividend rate of shareholders thus needs to be revised, the Chairman is authorized to handle it with full authority.
-
In accordance with Article 18 of the Company's "Articles of Incorporation", earnings distribution shall be based on cash dividends, which shall be approved by the Board of Directors and reported at the annual shareholders' meeting.
Resolution: The total number of shares represented by shareholders present in person or by proxy was 136,479,605 shares. The voting results were as follows:
(1) Votes in favor: 129,686,377 votes (125,776,523 votes )
(2) Votes against: 62,813 votes (62,813 votes )
(3) Invalid votes / Abstentions: 6,730,415 votes (6,726,980 votes *)
The percentage of votes in favor was 95.02% of the total shares represented by shareholders present.
The above proposal was approved as proposed.
*Note: Numbers in brackets represent votes cast electronically.
E \ Matters for Discussion
(Proposed by the Board of Directors)
Proposal: Amendments to the Company’s "Articles of Incorporation"
Explanation: The Articles of Incorporation is amended to the operational needs of the
Company. Please see below for the comparison table of the current provisions
and proposed amendments:
| Article Number | Current Article | Proposed Amendment | Reasons for the Amendment |
|---|---|---|---|
| Article 14 | The Board of Directors is formed by Directors. The Chairman, who is to represent the Company externally, is elected by a majority vote of over one-half at a meeting attended by over 2/3 of all Directors. | The Board of Directors is formed by Directors. The Chairman, who is to represent the Company externally, is elected by a majority vote of over one-half at a meeting attended by over 2/3 of all Directors, and may also elect in the same manner a Vice Chairman of the board. | The Company's operational needs. |
| Article 20 | The Articles of Incorporation were established on April 1, 1992. … (omitted) … The twenty-third amendment was made on June 15, 2022. The twenty-fourth amendment was made on May 29, 2025. | The Articles of Incorporation were established on April 1, 1992. … (omitted) … The twenty-third amendment was made on June 15, 2022. The twenty-fourth amendment was made on May 29, 2025. The twenty-fifth amendment was made on May 29, 2026. | Add number and date of the amendments. |
Resolution: The total number of shares represented by shareholders present in person or by
proxy was 136,479,605 shares. The voting results were as follows:
(4) Votes in favor: 129,686,207 votes (125,776,353 votes )
(5) Votes against: 60,987 votes (60,987 votes )
(6) Invalid votes / Abstentions: 6,732,411 votes (6,728,976 votes *)
The percentage of votes in favor was 95.02% of the total shares represented by
shareholders present.
The above proposal was approved as proposed.
*Note: Numbers in brackets represent votes cast electronically.
F、Election Matters
(Proposed by the Board of Directors)
Proposal: Re-elections of the Board of Directors
Explanation:
(I) The term of service for the current directors will end on May 30, 2026. Hence, the Company proposes to hold an election during the upcoming annual general shareholders' meeting.
(II) According to Article 13 of the Company's "Articles of Incorporation", the Company shall appoint seven seats of Directors (including four seats of Independent Directors) and the candidate nomination system shall be adopted during the election of the Company's directors (including independent directors). The term of service for all directors shall be three years, which commences on May 29, 2026 and ends on May 28, 2029. The current directors will continue their term of service till the end of the upcoming annual general shareholders' meeting.
(III) The election shall be held in accordance with the Company's Regulations Governing the Election of Directors. Kindly refer to Attachment 4 on Page 42 in the handbook.
(IV) The list of director and independent director candidates was proposed by the Company's Board of Directors on March 9, 2026. The relevant information is listed in Attachment 2 on Page 36 in this Minutes.
(V) Please conduct the election accordingly.
Election Results: The election list is as follows:
Directors :
| Account or Identification Number | Name | Election Votes |
|---|---|---|
| 00000008 | Sung, Fu-Hsiang | 102,552,810 |
| 00035704 | Sung, Wei-Jer | 100,798,088 |
| 00035704 | Bon Shin International Investment Co., Ltd. | 83,651,110 |
Independent Directors :
| Account or Identification Number | Name | Election Votes |
|---|---|---|
| B12142*** | Chiu, Kuan-Hsun | 98,353,104 |
| A12041*** | Chu, Chih-Hao | 96,276,639 |
| A12473*** | Kao, Chih-Ting | 95,907,015 |
| A22004*** | Chen, Hsi-Chia | 94,827,022 |
-33-
G \ Other Proposals
(Proposed by the Board of Directors)
Proposal: Release of the Prohibition on Newly-Appointed Directors and Their Representatives from Participation in Competitive Business
Explanation:
(I) According to Article 209 of the Company Act, "A director who does anything within the scope of the company's business for oneself or on behalf of another person shall explain to the shareholders at the shareholders' meeting on the essential contents of such an act and secure their approval.".
(II) To best utilize the expertise and relevant experience of the Directors, we propose to seek the Shareholders' approval in releasing the newly-appointed Directors from participation in competitive business, according to Article 209 of the Company Act. Please see Attachment 3 on Page 38 of this Minutes for the details of releasing of the prohibition on newly-appointed directors and their representatives from participation in competitive business.
Resolution: The total number of shares represented by shareholders present in person or by proxy was 136,479,605 shares. The voting results were as follows:
(1) Votes in favor: 116,452,724 votes (112,542,870 votes )
(2) Votes against: 10,012,202 votes (10,012,202 votes )
(3) Invalid votes / Abstentions: 10,014,679 votes (10,011,244 votes *)
The percentage of votes in favor was 85.32% of the total shares represented by shareholders present.
The above proposal was approved as proposed.
*Note: Numbers in brackets represent votes cast electronically.
H、Extempore Motions: After the chairman consulted all shareholders present, no extempore motion was raised.
I、Shareholders did not inquire about all proposals of this ordinary shareholders' meeting.
J、Adjournment: The Chairman called the meeting to adjourn at 9:20 a.m., May 29, 2026 and was unanimously approved by all shareholders present.
-34-
Attachment 1: The details and amount of remuneration received by the Directors for 2025
| Title | Name | Directors' remuneration | Balance at Total Remuneration for the Company (from Revenue expense (B)) | Remuneration Shares of Insurance Employees | The total amount of "Taxes" in the 2025, 2026, 2027, 2028, and 2029, as a percentage of the total total tax | Weighted at the December 31, 2025, 2026, and 2027, as a percentage of the total total tax | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Retirement pension (B) | Remuneration of Directors (C) | Business expense (D) | Salary, bonus and special expenses (E) | Retirement pension (F) | Employee Rewards (G) | |||||||||||||||||
| Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | Tax Company | All companies in the financial report | ||||||
| Director | Jiang, Fu-Hsiang | 0 | 0 | 0 | 0 | 7,250 | 8,250 | 9 | 21 | 7,259 | 8,271 | 20,770 | 34,259 | 0 | 0 | 26,000 | 0 | 26,000 | 0 | 62,029 | 68,530 | None | |
| 0.13% | 0.15% | 1.30% | 1.21% | ||||||||||||||||||||
| Chen, Tai-Ming | 0 | 0 | 0 | 0 | 3,625 | 3,625 | 0 | 0 | 3,625 | 3,625 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,625 | 3,635 | None | ||
| 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
| Ben Shin International Investment Co., Ltd. Representative: Kong, Wen-Lin | 0 | 0 | 0 | 0 | 3,625 | 3,625 | 6 | 6 | 3,631 | 3,631 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,631 | 3,631 | None | ||
| 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
| Independent Director | Wang, Chen-Wai | 0 | 0 | 0 | 0 | 3,625 | 3,625 | 6 | 6 | 3,631 | 3,631 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,631 | 3,631 | None | |
| 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
| Lin, Pi-Jung | 0 | 0 | 0 | 0 | 3,625 | 3,625 | 6 | 6 | 3,631 | 3,631 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,631 | 3,631 | None | ||
| 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
| Chin, Kuan-Hsun | 0 | 0 | 0 | 0 | 3,625 | 3,625 | 9 | 9 | 3,634 | 3,634 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,634 | 3,634 | None | ||
| 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
| Chu, Chih-Hao | 0 | 0 | 0 | 0 | 3,625 | 3,625 | 9 | 9 | 3,634 | 3,634 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,634 | 3,634 | None | ||
| 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
| 1. Please describe the policy, system, criteria and structure for the compensation of independent directors, and the relevance to the amount of compensation paid based on the responsibilities, risks and time commitment. Based on the Company's profitability, the Company's Articles of Association (directors' remuneration shall be less than 3% of the current year's pre-tax benefit before deducting employee and director's remuneration), as well as each Director's level of participation in and contribution to the Company's operations through performance assessment yearly, the Remuneration Committee has submitted the remuneration proposal, which has been approved by the Board of Directors 2. In addition to the disclosure in the above table, was there any remuneration received by directors of the Company from any of the companies listed in the financial statements for their rendering services (such as serving as consultants, a non-employee function) in the most recent year: None. |
Attachment 2: List of Nominees of Directors and Independent Directors
| Type of Nominees | Names of Nominees | Gender | Education | Experiences | Shares held (Unit: No. of shares) |
|---|---|---|---|---|---|
| Director | Sung, Fu-Hsiang | Male | Industrial Engineering Dept., National Taipei University of Technology | Divisional Head, Kingston Technology Corporation | |
| Divisional Head, AST Computer Manager, Anpei Enterprise Co., Ltd. | 1,853,997 | ||||
| (Included: trust fund under Sung Fu-Hsiang's name in a special savings account at Taishin International Bank: 900,000 shares) | |||||
| Director | Sung, Wei-Jer | Male | PhD degree, Department of Electrophysics, National Chiao Tung University | ||
| Master degree, Department of Electrophysics, National Chiao Tung University | Executive Assistant to the Chairman, Simplo Technology Co., Ltd. | ||||
| Manager, Administrative Department, United Microelectronics Corporation | |||||
| Post Doctoral Researcher, Lucent Bell Lab | |||||
| R&D Engineer, Advanced Epitaxy Technology Inc. | 2,054,857 | ||||
| Director | Bon Shin International Investment Co., Ltd. | NA | NA | NA | 7,730,448 |
| Independent Director | Chiu, Kuan-Hsun | Male | Entrepreneur Management, National Cheng Chi University | ||
| - Entrepreneurial Management Program | |||||
| MBA, The University of Queensland, Australia | Executive Vice President, Yuanta Commercial Bank Co.,Ltd. | ||||
| CEO of Corporate Banking Business Group of Yuanta Commercial Bank | |||||
| Director of the International Financial Business Division and Head of the International Operations Department of Yuanta Commercial Bank | |||||
| Chairman, Yuanta Bank (Korea) | |||||
| Vice President, Consumer Finance Division, Standard Chartered Bank | 0 | ||||
| Independent Director | Chu, Chih-Hao | Male | EMBA Master, National Taiwan University | ||
| Master Degree, Electrical Engineering, National Taiwan University | |||||
| Bachelor Degree, Electrical Engineering, National Taiwan University | Chief Innovation Officer, BioMed Taiwan | ||||
| Executive Vice President/Chief Technology Officer, GigaMedia Limited | |||||
| Director of Gamania Digital Director of Softstar Entertainment Inc. | |||||
| General Manager, Industrial Technology Investment Corporation | |||||
| Director and CFO, Taiwan Bio-Manufacturing Corporation | 0 |
-36-
| Type of Nominees | Names of Nominees | Gender | Education | Experiences | Shares held (Unit: No. of shares) |
|---|---|---|---|---|---|
| Independent Director | Kao, Chih-Ting | Male | EMBA, National Taiwan University | ||
| Master Degree, Institute of Applied Mechanics, National Taiwan University | |||||
| Bachelor Degree, Civil Engineering, National Taiwan University | Chairman, AZ Capital Limited | ||||
| Chairman, WK Associates LTD | |||||
| Director, General Manager and Partner, WK Innovation Ltd. | |||||
| Senior Associate Vice President, WK Venture Capital Co., Ltd. | |||||
| Manager, CHUNG-CHIA Venture Capital Co., Ltd. | |||||
| RD Director, EPSON TAIWAN TECHNOLOGY & TRADING LTD. | 0 | ||||
| Independent Director | Chen, Hsi-Chia | Female | Doctor of Law, National Taiwan University | ||
| Doctor of Law, Peking University | Former member, Standing Committee of the ICC International Centre for ADR (International Chamber of Commerce) Chairperson, Taiwan | ||||
| Partner, Joint Head of China Offices, and Member of Asia Pacific Operations Committee at Pinsent Masons LLP | 0 |
-37-
Attachment 3: The details of Releasing of the Prohibition on Newly-Appointed Directors and Their Representatives from Participation in Competitive Business
| Type of Nominees | Names of Nominees | Company Names and Concurrent Positions |
|---|---|---|
| Director | Sung, Fu-Hsiang | Chairman, SIMPLO TECHNOLOGY (CHANGSHU) INC. (Note) |
| Chairman, Simplo Technology (Chongqing) Inc. (Note) | ||
| Chairman, HUAPU TECHNOLOGY (CHANGSHU) INC. (Note) | ||
| Chairman, Simplo Energy Co., Ltd. (Note) | ||
| Director, SIMPLO TECHNOLOGY (VIETNAM) COMPANY LIMITED (Note) | ||
| Director, SIMPLO TECHNOLOGY (INDIA) PRIVATE LIMITED (Note) | ||
| Director, Trend Power Technology (Samoa) Co., Ltd. (Note) | ||
| Director, Trend Power Technology (HK) Co., Limited (Note) | ||
| Director, TREND POWER TECHNOLOGY PRIVATE LIMITED (Note) | ||
| Chairman and CSO, Advanced Energy Solution Holding Co., Ltd. [Stock Number: 6781] (Note) | ||
| Director | Sung, Wei-Jer | Director, SIMPLO TECHNOLOGY (VIETNAM) COMPANY LIMITED (Note) |
| Director and President, Advanced Energy Solution Holding Co., Ltd. [Stock Number: 6781] (Note) | ||
| Chairman and General Manager, TREND ENERGY TECHNOLOGY CO., LTD. (Note) | ||
| Director, TrendPower Technology (USA)Co.,Limited (Note) | ||
| Managerial, TRENDPOWER TECHNOLOGY PRIVATE LIMITED TAIWAN BRANCH (SINGAPORE) (Note) | ||
| Director, DC-Link International Ltd. (Note) | ||
| Director, Sunny Sky Group (Hong Kong) Limited (Note) | ||
| Director, TREND POWER TECHNOLOGY PRIVATE LIMITED (Note) | ||
| Director, Legend Investment (BVI) Co., Ltd. (Note) | ||
| Director, Innovations Investment (BVI) Co., Ltd. (Note) | ||
| Director, Legend Energy Co., Ltd. (Note) | ||
| Chairman, Trend Power Technology (SuZhou) Co.,Ltd (Note) | ||
| Chairman, Trend Power Technology (BVI) Co., Ltd. (Note) | ||
| Director, TREND POWER TECHNOLOGY (VIETNAM) COMPANY LIMITED (Note) | ||
| Chairman, Trend Power Technology (Germany) GmbH (Note) | ||
| Chairman, Trend Power Technology (Changshu) CO., LTD (Note) | ||
| Director, Trend Power Technology (HK) Co., Limited (Note) | ||
| Director, Precision Technology Holding Limited (Note) | ||
| Director, Beyond One Co., Ltd | ||
| Director, Sunny Sky International Limited | ||
| Director, Whole Rich Co., Ltd. |
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| Type of Nominees | Names of Nominees | Company Names and Concurrent Positions |
|---|---|---|
| Director | Bon Shin International Investment Co., Ltd. | Director, XSemi Corporation |
| Chairman and Supervisor, Dynamic Computing Technology | ||
| Chairman and Director, Honhai International Investment Co., Ltd. | ||
| Supervisor, Hongyang Investment Co., Ltd. | ||
| Director, Ennoconn Corporation [Stock Number: 6414] | ||
| Director, Altus Technology Inc. | ||
| Director, Aurora Telecom Corp. | ||
| Chairman, Honhai Investment Management Consulting Co., Ltd. | ||
| Supervisor, ZEPT Inc. | ||
| Representative of corporate directors | Kung, Wen-Lin | Senior Associate Vice President, Hon Hai Precision Industry Co., Ltd. [Stock Number: 2317] |
| Director, HON LIN Technology Co., Ltd | ||
| Director, FORTUNE PRECISION OPTICS CO., LTD. | ||
| Director, ALTUS TECHNOLOGY INC. | ||
| Director, Zhong Yang Technology Co., Ltd. [Stock Number: 6668] | ||
| Director, Ambit International Limited | ||
| Director, Ambit Microsystems (Cayman) Ltd. | ||
| Director, CircuTech Investment Holdings (BVI) Limited | ||
| Director, CircuTech Investment Limited | ||
| Director, Cybernet Venture Capital Corporation | ||
| Director, FAROBOT TECH INC. | ||
| Director, Hampden Investments Limited | ||
| Director, Joy Even Holdings Limited | ||
| Director, Rich Pacific Holdings Limited | ||
| Director, Robot Holding Co., Limited | ||
| Director, Star Vision Precision Limited | ||
| Director, Star Vision Technology Limited | ||
| Director, Shenzhen Fu Rong Inclusive Finance Co.,Ltd. | ||
| Supervisor, Syntrend Lifestyle Co. | ||
| Supervisor, SYNTREND CREATIVE PARK CO., LTD. | ||
| Supervisor, FAROBOT INC. | ||
| CFO, SiliconAuto B.V. | ||
| CFO, CircuTech International HOLDINGS LIMITED | ||
| Independent Director | Chiu, Kuan-Hsun | Executive Partner, Harvest View Capital |
-39-
| Type of Nominees | Names of Nominees | Company Names and Concurrent Positions |
|---|---|---|
| Independent Director | Chu, Chih-Hao | Independent Director, DFI Inc. |
| Independent Director, INTUMIT INC. | ||
| Adjunct Professor, National Taiwan University | ||
| Chairman, VSENSE CO., LTD. | ||
| Director, Industrial Technology Investment Corporation | ||
| Director, Alliance Materials Technology Co., Ltd. | ||
| Director, Acorn Garden Consulting Co., Ltd. | ||
| Chairman, JUMENG Management Consulting Co., Ltd | ||
| General Partner, Acorn Campus Taiwan | ||
| General Partner, Reizawa Capital | ||
| Director, Virtual Man Inc. (BVI) | ||
| Director, CytoSite BioPharma (US) | ||
| Director, Flat Medical Inc. | ||
| Director, PicSee, Inc. (BVI) | ||
| Chairman, H3 Platform, Inc. (BVI) | ||
| Director, Flux, Inc. (BVI) | ||
| Director, Aidmics Biotechnology (Cayman) Co., Ltd. | ||
| Director, Robo Web Tech Co., Ltd. | ||
| Director, Leading Group Biotechnology Limited | ||
| Director, Alliance Materials, Inc. | ||
| Independent Director | Kao, Chih-Ting | Director, General Manager and Partner, AZ Venture LTD |
| Independent Director, Sea Sonic Electronics Co., Ltd. [Stock Number: 6203] | ||
| Director, Koge Micro Tech Co., Ltd [Stock Number: 4568] | ||
| Representative of Corporate Director, Ufi Space Co., Ltd. | ||
| Independent Director, VACTRONICS TECHNOLOGIES INC. [Stock Number: 6742] | ||
| Chairman (Representative of Corporate Director), AZ Venture Investment II Limited | ||
| Representative of Corporate Director, OMNI MEDIA INTERNATIONAL INCORPORATION | ||
| Chairman (Representative of Corporate Director), AZ Capital Limited | ||
| Independent Director, Silergy Corp. [Stock Number: 6415] | ||
| Director, NUWA Biomedical INC. | ||
| Chairman (Representative of Corporate Director), WK ASSOCIATES LTD | ||
| Independent Director | Chen, Hsi-Chia | Managing Partner, Jong Tsai International Law |
| Independent Director, Elite Material Co., Ltd. [Stock Number: 2383] | ||
| Firm Member, International Court of Arbitration, International Chamber of Commerce (ICC) | ||
| Chairperson, Taiwan Chapter of ARIAS Asia (Asia Reinsurance and Insurance Arbitration Society) | ||
| Member, Advisory Committee, Japan Commercial Arbitration Association (JCAA) | ||
| Chairperson, ADR Committee, National Bar Association |
Note: The companies in which the directors also hold concurrent positions are wholly-owned or controlled subsidiaries of the Group.