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Sunrex Technology Corp. — AGM Information 2026
Apr 24, 2026
52048_rns_2026-04-24_06c2cd1f-3032-4d3a-abd0-65b9673ee275.pdf
AGM Information
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Stock code: 2387
SUREX
Sunrex Technology Corporation
2026 General Shareholders' Meeting Agenda Handbook
Time: 9:00 AM, Friday, May 29, 2026
Shareholders' Meeting Convening Method: Physical shareholders' meeting
Sunrex Technology Corporation
2026 General Shareholders’ Meeting Handbook
Table of Contents
Page No.
Meeting Procedures ... 1
Meeting Agenda ... 2
Reports ... 3
Ratifications ... 4
Discussions ... 5
Annexes
I. 2025 Business Report ... 9
II. Audit Committee’s Report on the 2025 Statements and Reports Reviewed ... 11
III. 2025 Financial Statements (Including Parent Company-only and Consolidated Financial Statements) ... 12
IV. 2025 Earnings Distribution Statement ... 13
V. Comparison Table of Amendments to Provisions of the “Procedure for Derivatives Transactions” ... 14
VI. Shareholding Status of Directors ... 21
VII. Articles of Incorporation ... 22
VIII. Rules of Procedure for Shareholders Meetings ... 27
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Sunrex Technology Corporation
Procedures for 2026 Annual General Meeting of Shareholders
I. Meeting Called to Order (Report the Number of Shares in Attendance)
II. Meeting Etiquette
III. Chairperson Address
IV. Reports
V. Ratifications
VI. Discussions
VII. Extraordinary Motion
VIII. Adjournment
Sunrex Technology Corporation 2026 Annual General Shareholders' Meeting Agenda
I. Time: 9:00 AM, May 29, 2026 (Friday)
II. Location: No. 317, Nanxing 3rd Road, Beitun District, Taichung City (WensCo Conference Room, 3rd Floor, Songzhu Pavilion).
III. Meeting Called to Order
IV. Chairperson's Speech
V. Reports:
1. 2025 Business Report.
2. Audit Committee’s Report on the 2025 Statements and Reports Reviewed.
3. 2025 remuneration report for employees and directors. Motion for distribution of cash dividends from 2025 earnings.
VI. Ratifications:
1. Ratification of the 2025 Business Report and Financial Statements.
2. Ratification of the 2025 Earnings Distribution.
VII. Discussions: Amendments to the “Procedures for Derivatives Transactions”.
VIII. Extraordinary Motion.
IX. Adjournment.
2
Reports
Case 1: Introduced by the Board of Directors
Cause: Present the 2025 business report for review.
Clarification: Business report. (Refer to Annex 1; Page 6 and 7 of the Agenda Handbook)
Case 2: Introduced by the Board of Directors
Cause: Present the 2025 annual final accounts which have been audited by the Audit Committee for review.
Clarification: Audit Committee’s Report on the 2025 Statements and Reports Reviewed. (Refer to Annex 2; Page 8 of the Agenda Handbook)
Case 3: Introduced by the Board of Directors
Cause: Present the report on the 2025 remuneration distribution for employees and directors for review.
Clarification: The Company's net profit before tax for 2025 was NT$846,537,547. It proposed to distribute employee bonuses and director remuneration in accordance with the Company Act and the Articles of Incorporation, totaling NT$29,000,000 (including NT$15,289,000 for entry-level employees) and NT$1,800,000, respectively, all to be distributed in cash.
Case 4: Introduced by the Board of Directors
Cause: Present the proposal of distribution of cash dividends from 2025 earnings for review.
Clarification: 1. Report to the shareholders' meeting as stipulated in Article 30-1 of the Company's Articles of Incorporation.
- On February 24, 2026, the Board of Directors resolved to distribute a total cash dividend of NT$ 781,004,204, at NT$ 4 per share. Any fractional amounts per share were written off into the Company’s other income. The record date was set as April 4, 2026, and the cash dividend payment date was set as April 27, 2026.
Ratifications
Case 1: Introduced by the Board of Directors
Cause: Present the 2025 Business Report and Financial Statements for ratification.
Clarification: 1. The Company’s 2025 Business Report and Financial Statements (including consolidated and parent company-only financial statements) were approved by the Board of Directors and reviewed by the Audit Committee.
- Business Report, Balance Sheet, State of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows. (Refer to Annex 1, Page 6 and 7 of the Agenda Handbook and Annex 3, pp. 9-32 of the Agenda Handbook)
Resolution:
Case 2: Introduced by the Board of Directors
Cause: Present the 2025 Earnings Distribution Proposal for ratification.
Clarification: The Company's total distributable 2025 earnings amounted to NT$ 6,734,019,123. Please refer to the 2025
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earnings distribution statement for details of the distribution. (Refer to Annex 4; Page 33 of the Agenda Handbook)
Resolution:
5
6
Discussions
Cause: Revision of the "Procedures for Derivatives Transactions".
Introduced by the Board of Directors
Clarification: The Company intends to engage in non-hedging (investment) derivatives transactions, and therefore some provisions of the Company's Procedures for Derivatives Transactions have been amended. (Refer to Annex 5; pp. 34-38 of the Agenda Handbook.)
Resolution:
Extraordinary Motion
Adjournment
Annex 1
One. 2025 Business Report.
Parent Company-Only Operating Income and Expenditure
(Unit NTD thousands)
| Item | Amount |
|---|---|
| Operating revenue | 10,902,593 |
| Operating cost | 10,302,335 |
| Gross profit | 600,258 |
| Operating expenses | 312,937 |
| Net profit before tax | 846,537 |
| Net income | 670,692 |
| Earnings per share (NT$) | 3.47 |
Consolidated Operating Income and Expenditure
(Unit NTD thousands)
| Item | Amount |
|---|---|
| Operating revenue | 18,891,145 |
| Operating cost | 16,168,205 |
| Gross profit | 2,722,940 |
| Operating expenses | 1,660,221 |
| Net profit before tax | 1,091,368 |
| Net income | 636,758 |
| Earnings per share (NT$) | 3.47 |
In the face of changes in the global economic environment, the Company maintains a focus on prudent management, carefully responding to market changes and strengthening overall operations. Under the restructuring of the global supply chain, we optimize resource allocation and risk control measures, maintain stable operations and demonstrate good operational resilience and a strong foundation for long-term development.
While maintaining long-term competitiveness, the Company has deepened its R&D investment, refined key component technologies, and optimized product design and application integration capabilities by aligning with the trend toward lightweight and high-flexibility applications. After customer verification of relevant products, quality stability and technical strength are further enhanced, building greater customer trust and a stronger foundation for collaboration. At the same time, through reinvestments and strategic resource integration, the Company has gradually expanded into external keyboards, touch modules and related peripheral products for tablet computers, building a diversified and flexible product portfolio to respond to market demands and strengthen its competitive advantage.
In order to improve operational efficiency, the Company continues to promote process optimization and gradually introduce automation applications as needed. Through improvements in equipment configuration and process integration, the Company enhances production line flexibility and operational efficiency, and further strengthens its in-house manufacturing capabilities for key components, thereby improving vertical integration
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benefits and cost control capabilities, and maintaining a stable operating momentum.
Under the global trends of increasing focus on sustainable development and stakeholder engagement, the Company has integrated sustainability into its operational strategies, continues to strengthen its environmental and resource management measures, and incorporates energy-saving, carbon reduction, and resource efficiency concepts into product design and process planning. Strengthen the sustainability and resilience of operations through the ability to identify and manage environmental risks and opportunities. Looking ahead, the Company will focus its operations on prudence and innovation, strengthen its foundation, and dedicate itself to creating stable investment returns and long-term sustainable value for its shareholders.
Two. President’s Report – Summary of 2026 Business Plan:
(I) Operation policy
- Pursue profit maximization.
- Implement quality management to ensure the quality of shipped products.
- Reinforce development of new products and new processes to shorten the timeline for mass production.
- Introduce automatic dies and production equipment for enhanced production efficiency and efficacy.
- Introduce environmentally-friendly processes and raw materials to meet the demand for reduced carbon emissions.
- Development and mass production of external input devices such as leather keyboards, gaming keyboards, and styluses.
- Diversify the product lines of input devices such as touch pad modules, back light modules, and stylus pens.
- Seek collaboration or investment opportunities in peripheral sectors.
- Collaborate with customers' and supply chain's global production planning, actively expand the production capacity of the Thailand and Vietnam plants.
- Incorporate sustainability into overall R&D and operational strategies to enhance corporate sustainability.
(II) Important Production and Sales Policies
Continue to develop computer input devices such as keyboards, touchpads, and styluses, as well as key components for laptop keyboards, and have gained customer recognition and sales.
Chairman: Tsai Huo-Lu
Manager: Yi Lo
Head of Accounting: Ming-Hung Wu
Annex 2
Sunrex Technology Corporation
Audit Committee Report
It is approved as follows.
The board of directors has produced the Company's 2025 financial statements, business report and proposals for profits distribution, of which the 2025 financial statements have been audited by PwC Taiwan, with the auditing report attached. The abovementioned 2025 financial statements, business report and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee. According to Article 219 of the Company Act, we hereby submit this report.
Please kindly find the attached report for your reference.
Sincerely,
2026 Annual General Shareholders’ Meeting of Shareholders
Sunrex Technology Corporation
Convener of Audit Committee: Kuo Yuan-Ching
February 24, 2026
INDEPENDENT AUDITORS' REPORT
PWCR25004107
To the Board of Directors and Shareholders of Sunrex Technology Corp.
Opinion
We have audited the accompanying parent company only balance sheets of Sunrex Technology Corp. (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only 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 Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
The appropriateness of the timing of revenue recognition
Description
Refer to Note 4(23) for accounting policies on revenue recognition.
The Company and its subsidiaries (investments accounted for using the equity method) mainly manufactures and sells laptop computer keyboards and related products, The timing of revenue recognition is when control of the product is transferred to the customer. Since the Company has marketing channels all over the world, sales to customers involve different types of transaction terms and revenue is recognised after confirming the control of the goods is transferred based on terms of each customer contract and performance obligations. Revenue recognition processes typically involve manual work, which may lead to inappropriate timing of revenue recognition. Therefore, we have identified the accuracy of the timing of revenue recognition as one of the key audit matters for this year.
How our audit addressed the matter
We performed the following audit procedures:
- We read the Company’s policy and understood the internal controls of sales revenue recognition to confirm the effectiveness of management’s control over the timing of sales revenue recognition.
- We sampled the year-end balance of sales revenue, inspected the terms of the transactions, and verified evidence of product control transfer to confirm the accuracy of the timing of sales revenue recognition.
- We performed audit procedures on inventory by sending confirmation letters or conducting physical inventory observations for sampled items, and reconciled the quantities with the recorded inventory balances.
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Assessment of allowance for inventory valuation losses
Description
Refer to Notes 4(11), 5(2) and 6(3) for accounting policies on inventory, critical accounting estimates and assumptions of inventory evaluation and details of allowance for inventory valuation losses, respectively. The Company's inventories and allowance for inventory valuation losses amounted to NT$670,909 thousand and NT$61,227 thousand as at December 31, 2025, respectively.
The Company and its subsidiaries (investments accounted for using the equity method) mainly manufactures and sells laptop computer keyboards and related products. Due to the rapid technology innovation and the short life cycle, there is a higher risk of incurring inventory valuation losses or obsolescence. The assessment of net realizable value for inventories without market selling value on balance sheet date and the adjustment of obsolete inventories aged over a certain period of time involve management's subjective judgment. Therefore, we consider the assessment of allowance for inventory valuation losses as one of the key audit matters for this year.
How our audit addressed the matter
We performed the following audit procedures:
- We evaluated the reasonableness of the inventory valuation allowance policies of the Company and its subsidiaries (investments accounted for using the equity method).
- We reviewed the annual physical inventory count plan as well as participated to assess the effectiveness of management's identification and control over obsolete and damaged inventories.
- We obtained the inventory aging report and verified relevant supporting documents related to inventory movement dates to confirm the accuracy of inventory aging classifications and their consistency with the policy.
- We obtained the net realizable value (NRV) report for each inventory category to confirm that the calculation methodology is consistently applied; tested the underlying data used for estimating inventory NRV, including verifying supporting documents such as sales prices and purchase prices; recalculated and assessed the reasonableness of the inventory write-off allowance.
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Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the 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 parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the company 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.
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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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Wu, Sung-Yuan
Wang, Yu-Chuan
For and on behalf of PricewaterhouseCoopers, Taiwan
February 24, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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SUNREX TECHNOLOGY CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 1,095,166 | 7 | $ 1,656,730 | 9 |
| 1110 | Current financial assets at fair value through profit or loss | 19,125 | - | 28,740 | - | |
| 1170 | Accounts receivable, net | 6(2) | 3,633,762 | 22 | 4,332,978 | 24 |
| 1180 | Accounts receivable - related parties | 7(2) | 45,830 | - | 70,649 | - |
| 1200 | Other receivables | 944 | - | 1,088 | - | |
| 1210 | Other receivables - related parties | 7(2) | 2,522,503 | 15 | 1,892,419 | 11 |
| 130X | Inventories | 5(2) and 6(3) | 609,682 | 4 | 794,951 | 5 |
| 1410 | Prepayments | 13,703 | - | 10,370 | - | |
| 11XX | Current Assets | 7,940,715 | 48 | 8,787,925 | 49 | |
| Non-current assets | ||||||
| 1550 | Investments accounted for under equity method | 6(4) | 8,086,343 | 48 | 8,249,989 | 46 |
| 1600 | Property, plant and equipment | 6(5) | 603,543 | 4 | 590,337 | 3 |
| 1780 | Intangible assets | 9,012 | - | 8,862 | - | |
| 1840 | Deferred income tax assets | 6(19) | 37,708 | - | 23,252 | - |
| 1900 | Other non-current assets | 6(4) | 2,874 | - | 312,660 | 2 |
| 15XX | Non-current assets | 8,739,480 | 52 | 9,185,100 | 51 | |
| 1XXX | Total assets | $ 16,680,195 | 100 | $ 17,973,025 | 100 |
(Continued)
SUNREX TECHNOLOGY CORP.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(6) | $ 1,070,000 | 6 | $ 1,485,000 | 8 |
| 2130 | Current contract liabilities | 6(12) | 118 | - | 25,895 | - |
| 2170 | Accounts payable | 3,699 | - | 10,515 | - | |
| 2180 | Accounts payable - related parties | 7(2) | 4,173,743 | 25 | 5,287,163 | 30 |
| 2200 | Other payables | 88,380 | 1 | 118,500 | 1 | |
| 2220 | Other payables - related parties | 7(2) | 1,122 | - | 5,494 | - |
| 2230 | Current income tax liabilities | 194,593 | 1 | 196,639 | 1 | |
| 2399 | Other current liabilities, others | 1,558 | - | 1,543 | - | |
| 21XX | Current Liabilities | 5,533,213 | 33 | 7,130,749 | 40 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6(9) | 445,000 | 3 | - | - |
| 2570 | Deferred income tax liabilities | 6(19) | 53,662 | - | 188,311 | 1 |
| 2600 | Other non-current liabilities | 6(4)(8) | 42,033 | - | 29,480 | - |
| 25XX | Non-current liabilities | 540,695 | 3 | 217,791 | 1 | |
| 2XXX | Total Liabilities | 6,073,908 | 36 | 7,348,540 | 41 | |
| Equity | ||||||
| Share capital | 6(9) | |||||
| 3110 | Share capital - common stock | 1,952,510 | 12 | 1,952,510 | 11 | |
| Capital surplus | 6(10) | |||||
| 3200 | Capital surplus | 133,022 | 1 | 126,102 | 1 | |
| Retained earnings | 6(11) | |||||
| 3310 | Legal reserve | 1,755,005 | 11 | 1,603,195 | 9 | |
| 3320 | Special reserve | 712,936 | 4 | 979,211 | 5 | |
| 3350 | Unappropriated retained earnings | 6,701,601 | 40 | 6,700,140 | 37 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 625,050) | ( 4) | ( 712,936) | ( 4) | |
| 3500 | Treasury shares | 6(9) | ( 23,737) | - | ( 23,737) | - |
| 3XXX | Total equity | 10,606,287 | 64 | 10,624,485 | 59 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 16,680,195 | 100 | $ 17,973,025 | 100 |
The accompanying notes are an integral part of these parent company only financial statements.
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SUNREX TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(12) and 7(2) | $ 10,902,593 | 100 | $ 13,186,482 | 100 |
| 5000 | Operating costs | 6(3)(17)(18) and 7(2) | ( 10,302,335) | ( 94) | ( 12,310,431) | ( 93) |
| 5950 | Net operating margin | 600,258 | 6 | 876,051 | 7 | |
| Operating expenses | 6(17)(18) | |||||
| 6100 | Selling expenses | ( 103,682) | ( 1) | ( 95,904) | ( 1) | |
| 6200 | General and administrative expenses | ( 93,208) | ( 1) | ( 97,637) | ( 1) | |
| 6300 | Research and development expenses | ( 116,047) | ( 1) | ( 139,189) | ( 1) | |
| 6000 | Total operating expenses | ( 312,937) | ( 3) | ( 332,730) | ( 3) | |
| 6900 | Operating profit | 287,321 | 3 | 543,321 | 4 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(13) | 69,157 | - | 57,791 | - |
| 7010 | Other income | 6(14) | 3,320 | - | 6,937 | - |
| 7020 | Other gains and losses | 6(15) | ( 104,429) | ( 1) | 241,729 | 2 |
| 7050 | Finance costs | 6(16) | ( 26,212) | - | ( 24,410) | - |
| 7070 | Share of profit of associates and joint ventures accounted for using equity method, net | 6(4) | ||||
| 617,380 | 6 | 1,173,322 | 9 | |||
| 7000 | Total non-operating revenue and expenses | 559,216 | 5 | 1,455,369 | 11 | |
| 7900 | Profit before income tax | 846,537 | 8 | 1,998,690 | 15 | |
| 7950 | Income tax expense | 6(19) | ( 175,845) | ( 2) | ( 487,140) | ( 3) |
| 8200 | Profit for the year | $ 670,692 | 6 | $ 1,511,550 | 12 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Other comprehensive income, before tax, actuarial gains on defined benefit plans | 6(7) | ||||
| $ 4,505 | - | $ 8,191 | - | |||
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(19) | ||||
| ( 901) | - | ( 1,638) | - | |||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | 3,604 | - | 6,553 | - | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Other comprehensive income, before tax, exchange differences on translation | 81,590 | 1 | 266,275 | 2 | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | 81,590 | 1 | 266,275 | 2 | |
| 8300 | Other comprehensive income for the year | $ 85,194 | 1 | $ 272,828 | 2 | |
| 8500 | Total comprehensive income for the year | $ 755,886 | 7 | $ 1,784,378 | 14 | |
| Basic earnings per share | 6(20) | |||||
| 9750 | Total basic earnings per share | $ | 3.47 | $ | 7.81 | |
| 9850 | Total diluted earnings per share | $ | 3.45 | $ | 7.79 |
The accompanying notes are an integral part of these parent company only financial statements.
SUNREX TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Share capital - common stock | Treasury stock transactions | Retained earnings | Other equity interest | Treasury stocks | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income | ||||||
| 2024 | ||||||||||
| Balance at January 1,2024 | $ 1,952,510 | $ 94,242 | $ 1,477,692 | $ 913,232 | $ 5,959,272 | ($ 972,915) | ($ 6,296) | ($ 30,871) | $ 9,386,866 | |
| Profit for the year | - | - | - | - | 1,511,550 | - | - | - | 1,511,550 | |
| Other comprehensive income | - | - | - | - | 6,553 | 266,275 | - | - | 272,828 | |
| Total comprehensive income | - | - | - | - | 1,518,103 | 266,275 | - | - | 1,784,378 | |
| Appropriation and distribution of 2023 | 6(11) | |||||||||
| Legal reserve | - | - | 125,503 | - | ( 125,503 ) | - | - | - | - | |
| Special reserve | - | - | - | 65,979 | ( 65,979 ) | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 585,753 ) | - | - | - | ( 585,753 ) | |
| Treasury shares | 6(9)(10) | |||||||||
| Disposal of parent company stock by subsidiaries treated as treasury shares | - | 26,670 | - | - | - | - | - | 7,134 | 33,804 | |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 5,190 | - | - | - | - | - | - | 5,190 | |
| Balance at December 31, 2024 | $ 1,952,510 | $ 126,102 | $ 1,603,195 | $ 979,211 | $ 6,700,140 | ($ 706,640 ) | ($ 6,296 ) | ($ 23,737 ) | $ 10,624,485 | |
| 2025 | ||||||||||
| Balance at January 1,2025 | $ 1,952,510 | $ 126,102 | $ 1,603,195 | $ 979,211 | $ 6,700,140 | ($ 706,640 ) | ($ 6,296 ) | ($ 23,737 ) | $ 10,624,485 | |
| Profit for the year | - | - | - | - | 670,692 | - | - | - | 670,692 | |
| Other comprehensive income | - | - | - | - | 3,604 | 81,590 | - | - | 85,194 | |
| Total comprehensive income | - | - | - | - | 674,296 | 81,590 | - | - | 755,886 | |
| Appropriation and distribution of 2024 | 6(11) | |||||||||
| Legal reserve | - | - | 151,810 | - | ( 151,810 ) | - | - | - | - | |
| Reversal of special reserve | - | - | - | ( 266,275 ) | 266,275 | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 781,004 ) | - | - | - | ( 781,004 ) | |
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 6,920 | - | - | - | - | - | - | 6,920 | |
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | ( 6,296 ) | - | 6,296 | - | - | |
| Balance at December 31, 2025 | $ 1,952,510 | $ 133,022 | $ 1,755,005 | $ 712,936 | $ 6,701,601 | ($ 625,050 ) | $ - | ($ 23,737 ) | $ 10,606,287 |
The accompanying notes are an integral part of these parent company only financial statements.
20
SUNREX TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 846,537 | $ 1,998,690 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation-property, plant and equipment | 6(5)(17) | 10,562 | 7,759 |
| Amortisation | 6(17) | 5,742 | 4,743 |
| (Gain) loss on financial asset at fair value through profit or loss | 6(15) | ( 774 ) | 732 |
| Interest expense | 6(16) | 26,212 | 24,410 |
| Interest revenue | 6(13) | ( 69,157 ) | ( 57,791 ) |
| Dividend revenue | 6(14) | ( 1,300 ) | ( 5,054 ) |
| Share of profit of associates and joint ventures accounted for using equity method | 6(4) | ( 617,380 ) | ( 1,173,322 ) |
| Loss on disposal of property, plant and equipment | 6(15) | 7,526 | - |
| Gain on disposal of investments | 6(15) | ( 7,721 ) | ( 121,157 ) |
| Unrealised foreign exchange loss | 14,939 | 24,209 | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Accounts receivable (including related parties) | 724,035 | ( 571,989 ) | |
| Other receivables | 144 | 148 | |
| Inventories | 185,269 | ( 58,798 ) | |
| Prepayments | ( 3,333 ) | ( 1,867 ) | |
| Other current assets | - | 64 | |
| Changes in operating liabilities | |||
| Contract liabilities | ( 25,777 ) | ( 44,653 ) | |
| Accounts payable (including related parties) | ( 1,120,236 ) | 992,662 | |
| Other payables (including related parties) | ( 24,921 ) | 12,815 | |
| Other current liabilities | 15 | 279 | |
| Other non-current liabilities | ( 7,507 ) | ( 3,762 ) | |
| Cash (outflow) inflow generated from operations | ( 57,125 ) | 1,028,118 | |
| Interest received | 67,915 | 54,628 | |
| Dividend income | 1,203,242 | 1,533,132 | |
| Interest paid | ( 26,283 ) | ( 25,306 ) | |
| Income taxes paid | ( 327,897 ) | ( 315,260 ) | |
| Net cash flows from operating activities | 859,852 | 2,275,312 |
(Continued)
The accompanying notes are an integral part of these parent company only financial statements.
SUNREX TECHNOLOGY CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | ($ 80,650) | ($ 181,767) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 98,760 | 278,807 | |
| Increase in other receivables (including related parties) | ( 602,711) | ( 921,546) | |
| Prepaid investment | 6(4) | - | ( 307,843) |
| Acquisition of property, plant and equipment | 6(21) | ( 47,584) | ( 49,733) |
| Proceeds from disposal of property, plant and equipment | 8,648 | - | |
| Acquisition of intangible assets | ( 5,892) | ( 8,788) | |
| Increase in refundable deposits paid | ( 103) | ( 64) | |
| Net cash flows used in investing activities | ( 629,532) | ( 1,190,934) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Decrease in short-term borrowings | 6(22) | 2,096,185 | ( 2,843,000) |
| Increase in short-term borrowings | 6(22) | ( 2,511,185) | 3,005,000 |
| Increase in long-term borrowings | 6(22) | 445,000 | - |
| Cash dividends paid | 6(22) | ( 781,004) | ( 585,753) |
| Net cash flows used in financing activities | ( 751,004) | ( 423,753) | |
| Effect of exchange rate changes on cash and cash equivalents | ( 40,880) | ( 12,025) | |
| Net (decrease) increase in cash and cash equivalents | ( 561,564) | 648,600 | |
| Cash and cash equivalents at beginning of year | 1,656,730 | 1,008,130 | |
| Cash and cash equivalents at end of year | $ 1,095,166 | $ 1,656,730 |
21
22
SUNREX TECHNOLOGY CORP.
DECLARATION OF CONSOLIDATED FINANCIAL STATEMENTS OF AFFILIATED
ENTERPRISES
For the year ended December 31, 2025, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the Company that is required to be included in the consolidated financial statements of affiliates, is the same as the Company required to be included in the consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard No. 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.
Hereby declare,
SUNREX TECHNOLOGY CORP.
Representative: Tsai, Huo-Lu
February 24, 2026
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
PWCR25004393
To the Board of Directors and Shareholders of Sunrex Technology Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Sunrex Technology Corp. and subsidiaries (the “Group”) as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these
23
requirements. We believe that the audit evidence we have obtained and the report of other auditors are 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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2025 consolidated financial statements of the current period are stated as follows:
The appropriateness of the timing of revenue recognition from distribution warehouse sales
Description
Refer to Note 4(25) for accounting policies on revenue recognition.
The Group mainly manufactures and sells laptop computer keyboards and related products, The timing of revenue recognition is when control of the product is transferred to the customer. Since the Group has marketing channels all over the world, sales to customers involve different types of transaction terms and revenue is recognised after confirming the control of the goods is transferred based on terms of each customer contract and performance obligations. Revenue recognition processes typically involve manual work, which may lead to inappropriate timing of revenue recognition. Therefore, we have identified the accuracy of the timing of revenue recognition as one of the key audit matters for this year.
24
25
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
- We read the Group’s policy and understood the internal controls of sales revenue recognition to confirm the effectiveness of management’s control over the timing of sales revenue recognition.
- We sampled the year-end balance of sales revenue, inspected the terms of the transactions, and verified evidence of product control transfer to confirm the accuracy of the timing of sales revenue recognition.
- We performed audit procedures on inventory by sending confirmation letters or conducting physical inventory observations for sampled items, and reconciled the quantities with the recorded inventory balances.
Assessment of allowance for inventory valuation losses
Description
Refer to Notes 4(13), 5(2) and 6(5) for accounting policies on inventory, critical accounting estimates and assumptions of inventory evaluation and details of allowance for inventory valuation losses, respectively. The Group’s inventories and allowance for inventory valuation losses amounted to NT$2,864,284 thousand and NT$358,131 thousand as at December 31, 2025, respectively.
The Group mainly manufactures and sells laptop computer keyboards and related products. Due to the rapid technology innovation and the short life cycle, there is a higher risk of incurring inventory valuation losses or obsolescence. The assessment of net realizable value for inventories without market selling value on balance sheet date and the adjustment of obsolete inventories aged over a certain period of time involve management’s subjective judgment. Therefore, we consider the assessment of allowance for inventory valuation losses as one of the key audit matters for this year.
26
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
We evaluated the reasonableness of the inventory valuation allowance policies of the Group and the consistency.
-
We reviewed the annual physical inventory count plan as well as participated to assess the effectiveness of management’s identification and control over obsolete and damaged inventories.
-
We obtained the inventory aging report and verify relevant supporting documents related to inventory movement dates to confirm the accuracy of inventory aging classifications and their consistency with the policy.
-
We obtained the net realizable value (NRV) report for each inventory category to confirm that the calculation methodology is consistently applied; tested the underlying data used for estimating inventory NRV, including verifying supporting documents such as sales prices and purchase prices; recalculated and assessed the reasonableness of the inventory write-off allowance.
Other matter – Parent company only financial statements
We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of the Group as at and for the years ended December 31, 2025 and 2024.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory
Commission, 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 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's 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 parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
27
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
28
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 of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Wu, Sung-Yuan
Wang, Yu-Chuan
For and on behalf of PricewaterhouseCoopers, Taiwan
February 24, 2026
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
29
SUNREX TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6(1) | $ 4,243,529 | 21 | $ 5,345,529 | 25 |
| 1110 | Current financial assets at fair value through profit or loss | 6(2) | 260,642 | 1 | 35,604 | - |
| 1136 | Current financial assets at amortised cost, net | 6(3) | 2,249,987 | 11 | 447,843 | 2 |
| 1150 | Notes receivable, net | 6(4) | 38,713 | - | 9,492 | - |
| 1170 | Accounts receivable, net | 6(4) and 7(2) | 5,779,609 | 29 | 7,307,293 | 33 |
| 1200 | Other receivables | 7(2) | 150,714 | 1 | 97,590 | 1 |
| 130X | Inventories | 6(5) | 2,506,153 | 13 | 2,895,409 | 13 |
| 1410 | Prepayments | 6(6) | 222,751 | 1 | 223,690 | 1 |
| 11XX | Current Assets | 15,452,098 | 77 | 16,362,450 | 75 | |
| Non-current assets | ||||||
| 1535 | Non-current financial assets at amortised cost | 6(3) and 8 | - | - | 1,122,340 | 5 |
| 1600 | Property, plant and equipment | 6(7) | 3,948,450 | 20 | 3,955,628 | 18 |
| 1755 | Right-of-use assets | 6(8) | 247,500 | 1 | 280,411 | 1 |
| 1780 | Intangible assets | 38,712 | - | 37,634 | - | |
| 1840 | Deferred income tax assets | 6(24) | 74,973 | - | 99,628 | - |
| 1900 | Other non-current assets | 6(9) | 370,619 | 2 | 103,198 | 1 |
| 15XX | Non-current assets | 4,680,254 | 23 | 5,598,839 | 25 | |
| 1XXX | Total assets | $ 20,132,352 | 100 | $ 21,961,289 | 100 |
(Continued)
30
SUNREX TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| AMOUNT | % | AMOUNT | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 2,275,034 | 12 | $ 2,984,412 | 14 |
| 2130 | Current contract liabilities | 6(17) | 11,818 | - | 39,918 | - |
| 2170 | Accounts payable | 7(2) | 3,147,611 | 16 | 4,264,433 | 19 |
| 2200 | Other payables | 6(11) and 7(2) | 2,064,468 | 10 | 2,108,323 | 10 |
| 2230 | Current income tax liabilities | 219,653 | 1 | 373,725 | 2 | |
| 2280 | Current lease liabilities | 39,342 | - | 38,272 | - | |
| 2399 | Other current liabilities, others | 11,338 | - | 6,658 | - | |
| 21XX | Current Liabilities | 7,769,264 | 39 | 9,815,741 | 45 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 6(12) | 520,261 | 3 | - | - |
| 2570 | Deferred income tax liabilities | 6(24) | 53,663 | - | 188,311 | 1 |
| 2580 | Non-current lease liabilities | 46,499 | - | 70,986 | - | |
| 2600 | Other non-current liabilities | 6(13) | 68,243 | - | 162,352 | 1 |
| 25XX | Non-current liabilities | 688,666 | 3 | 421,649 | 2 | |
| 2XXX | Total Liabilities | 8,457,930 | 42 | 10,237,390 | 47 | |
| Equity attributable to owners of parent | ||||||
| Share capital | 6(14) | |||||
| 3110 | Share capital - common stock | 1,952,510 | 10 | 1,952,510 | 9 | |
| Capital surplus | 6(15) | |||||
| 3200 | Capital surplus | 133,022 | 1 | 126,102 | 1 | |
| Retained earnings | 6(16) | |||||
| 3310 | Legal reserve | 1,755,005 | 9 | 1,603,195 | 7 | |
| 3320 | Special reserve | 712,936 | 3 | 979,211 | 4 | |
| 3350 | Unappropriated retained earnings | 6,701,601 | 33 | 6,700,140 | 30 | |
| Other equity interest | ||||||
| 3400 | Other equity interest | ( 625,050 ) | ( 3 ) | ( 712,936 ) | ( 3 ) | |
| 3500 | Treasury shares | 6(14) | ( 23,737 ) | - | ( 23,737 ) | - |
| 31XX | Equity attributable to owners of the parent | 10,606,287 | 53 | 10,624,485 | 48 | |
| 36XX | Non-controlling interest | 4(3) | 1,068,135 | 5 | 1,099,414 | 5 |
| 3XXX | Total equity | 11,674,422 | 58 | 11,723,899 | 53 | |
| Significant contingent liabilities and unrecognised contract commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 20,132,352 | 100 | $ 21,961,289 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
31
SUNREX TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Notes | Year ended December 31 | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| AMOUNT | % | AMOUNT | % | |||
| 4000 | Operating revenue | 6(17) and 7(2) | $ 18,891,145 | 100 | $ 23,548,015 | 100 |
| 5000 | Operating costs | 6(5)(22)(23) and 7(2) | ( 16,168,205) | ( 85) | ( 19,738,110) | ( 84) |
| 5900 | Net operating margin | 2,722,940 | 15 | 3,809,905 | 16 | |
| Operating expenses | 6(22)(23) | |||||
| 6100 | Selling expenses | ( 345,226) | ( 2) | ( 353,856) | ( 1) | |
| 6200 | Administrative expenses | ( 591,251) | ( 3) | ( 624,261) | ( 3) | |
| 6300 | Research and development expenses | ( 723,744) | ( 4) | ( 850,132) | ( 4) | |
| 6000 | Total operating expenses | ( 1,660,221) | ( 9) | ( 1,828,249) | ( 8) | |
| 6900 | Operating profit | 1,062,719 | 6 | 1,981,656 | 8 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6(18) | 107,423 | 1 | 114,333 | - |
| 7010 | Other income | 6(19) | 144,154 | 1 | 64,865 | - |
| 7020 | Other gains and losses | 6(20) | ( 134,572) | ( 1) | 418,551 | 2 |
| 7050 | Finance costs | 6(21) and 7(2) | ( 88,356) | ( 1) | ( 117,774) | - |
| 7000 | Total non-operating revenue and expenses | 28,649 | - | 479,975 | 2 | |
| 7900 | Profit before income tax | 1,091,368 | 6 | 2,461,631 | 10 | |
| 7950 | Income tax expense | 6(24) | ( 454,610) | ( 3) | ( 976,979) | ( 4) |
| 8200 | Profit for the year | $ 636,758 | 3 | $ 1,484,652 | 6 | |
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Other comprehensive income, before tax, actuarial gains on defined benefit plans | 6(13) | $ 4,505 | - | $ 8,191 | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | 6(24) | ( 901) | - | ( 1,638) | - |
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss | 3,604 | - | 6,553 | - | |
| Components of other comprehensive income that will be reclassified to profit or loss | ||||||
| 8361 | Financial statements translation differences of foreign operations | 84,245 | 1 | 304,261 | 2 | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | 84,245 | 1 | 304,261 | 2 | |
| 8300 | Total other comprehensive income for the year | $ 87,849 | 1 | $ 310,814 | 2 | |
| 8500 | Total comprehensive income for the year | $ 724,607 | 4 | $ 1,795,466 | 8 | |
| Profit(loss) attributable to: | ||||||
| 8610 | Owners of the parent | $ 670,692 | 3 | $ 1,511,550 | 6 | |
| 8620 | Non-controlling interest | ( 33,934) | - | ( 26,898) | - | |
| $ 636,758 | 3 | $ 1,484,652 | 6 | |||
| Comprehensive income(loss) attributable to: | ||||||
| 8710 | Owners of the parent | $ 755,886 | 4 | $ 1,784,378 | 8 | |
| 8720 | Non-controlling interest | ( 31,279) | - | 11,088 | - | |
| $ 724,607 | 4 | $ 1,795,466 | 8 | |||
| Basic earnings per share | 6(25) | |||||
| 9750 | Total basic earnings per share | $ 3.47 | $ 7.81 | |||
| 9850 | Total diluted earnings per share | $ 3.45 | $ 7.79 |
The accompanying notes are an integral part of these consolidated financial statements.
SUNREX TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of the parent
| Retained earnings | Other equity interest | Treasury shares | Total | Non-controlling interest | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital - common stock | Capital surplus, additional paid-in capital | Legal reserve | Special reserve | Unappropriated retained earnings | Financial statements translation differences of foreign operations | |||||||
| 2024 | |||||||||||||
| Balance at January 1, 2024 | $ 1,952,510 | $ 94,242 | $ 1,477,692 | $ 913,232 | $ 5,959,272 | ($ 972,915) | ($ 6,296) | ($ 30,871) | $ 9,386,866 | $ 1,088,326 | $ 10,475,192 | ||
| Profit (loss) for the year | - | - | - | - | 1,511,550 | - | - | - | 1,511,550 | (26,898) | 1,484,652 | ||
| Other comprehensive income | - | - | - | - | 6,553 | 266,275 | - | - | 272,828 | 37,986 | 310,814 | ||
| Total comprehensive income | - | - | - | - | 1,518,103 | 266,275 | - | - | 1,784,378 | 11,088 | 1,795,466 | ||
| Appropriation and distribution of 2023 | 6(16) | ||||||||||||
| Legal reserve | - | - | 125,503 | - | (125,503) | - | - | - | - | - | - | ||
| Special reserve | - | - | - | 65,979 | (65,979) | - | - | - | - | - | - | ||
| Cash dividends | - | - | - | - | (585,753) | - | - | - | (585,753) | - | (585,753) | ||
| Treasury shares | 6(14)(15) | ||||||||||||
| Disposal of parent company stock by subsidiaries treated as treasury shares | - | 26,670 | - | - | - | - | - | 7,134 | 33,804 | - | 33,804 | ||
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 5,190 | - | - | - | - | - | - | 5,190 | - | 5,190 | ||
| Balance at December 31, 2024 | $ 1,952,510 | $ 126,102 | $ 1,603,195 | $ 979,211 | $ 6,700,140 | ($ 706,640) | ($ 6,296) | ($ 23,737) | $ 10,624,485 | $ 1,099,414 | $ 11,723,899 | ||
| 2025 | |||||||||||||
| Balance at January 1, 2025 | $ 1,952,510 | $ 126,102 | $ 1,603,195 | $ 979,211 | $ 6,700,140 | ($ 706,640) | ($ 6,296) | ($ 23,737) | $ 10,624,485 | $ 1,099,414 | $ 11,723,899 | ||
| Profit (loss) for the year | - | - | - | - | 670,692 | - | - | - | 670,692 | (33,934) | 636,758 | ||
| Other comprehensive income | - | - | - | - | 3,604 | 81,590 | - | - | 85,194 | 2,655 | 87,849 | ||
| Total comprehensive income(loss) | - | - | - | - | 674,296 | 81,590 | - | - | 755,886 | (31,279) | 724,607 | ||
| Appropriation and distribution of 2024 | 6(16) | ||||||||||||
| Legal reserve | - | - | 151,810 | - | (151,810) | - | - | - | - | - | - | ||
| Reversal of special reserve | - | - | - | (266,275) | 266,275 | - | - | - | - | - | - | ||
| Cash dividends | - | - | - | - | (781,004) | - | - | - | (781,004) | - | (781,004) | ||
| Adjustments of capital surplus for company's cash dividends received by subsidiaries | - | 6,920 | - | - | - | - | - | - | 6,920 | - | 6,920 | ||
| Disposal of equity instruments measured at fair value through other comprehensive income | - | - | - | - | (6,296) | - | 6,296 | - | - | - | - | ||
| Balance at December 31, 2025 | $ 1,952,510 | $ 133,022 | $ 1,755,005 | $ 712,936 | $ 6,701,601 | ($ 625,050) | $ - | ($ 23,737) | $ 10,606,287 | $ 1,068,135 | $ 11,674,422 |
The accompanying notes are an integral part of these consolidated financial statements.
SUNREX TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes | Year ended December 31 | ||
|---|---|---|---|
| 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | $ 1,091,368 | $ 2,461,631 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation-property, plant and equipment | 6(7)(22) | 958,083 | 1,300,015 |
| Depreciation-right-of-use assets | 6(8)(22) | 41,372 | 48,400 |
| Amortisation | 6(22) | 15,848 | 14,157 |
| Loss(gain) on financial asset at fair value through profit or loss | 6(2)(20) | ( 18,497 ) | 10,862 |
| Loss on disposal of property, plant and equipment | 6(20) | 15,854 | 27,528 |
| Interest expense | 6(21) | 88,356 | 117,774 |
| Interest revenue | 6(18) | ( 107,423 ) | ( 114,333 ) |
| Dividend income | 6(2)(19) | ( 6,717 ) | ( 6,561 ) |
| Government grant income | 6(19) | ( 97,963 ) | ( 22,248 ) |
| Gain on disposal of investments | 6(2)(20) | ( 41,514 ) | ( 149,509 ) |
| Unrealised foreign exchange gain | ( 75,609 ) | ( 80,967 ) | |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Notes receivable | ( 29,221 ) | ( 9,492 ) | |
| Accounts receivable (including related parties) | 1,577,024 | ( 795,994 ) | |
| Other receivables (including related parties) | 21,529 | ( 23,440 ) | |
| Inventories | 392,742 | ( 268,399 ) | |
| Prepayments | 1,628 | ( 32,837 ) | |
| Other current assets | 34 | ( 6,588 ) | |
| Changes in operating liabilities | |||
| Contract liabilities | ( 27,564 ) | ( 42,685 ) | |
| Accounts payable (including related parties) | ( 1,241,342 ) | 966,264 | |
| Other payables | ( 142,329 ) | 256,994 | |
| Other current liabilities | 3,644 | ( 11,865 ) | |
| Other non-current liabilities | ( 7,336 ) | 460 | |
| Cash inflow generated from operations | 2,411,967 | 3,638,247 | |
| Interest received | 72,136 | 78,620 | |
| Interest paid | ( 96,611 ) | ( 125,079 ) | |
| Dividend income | 6,538 | 6,561 | |
| Income taxes paid | ( 715,377 ) | ( 805,024 ) | |
| Income taxes refunded | 27 | 23,188 | |
| Government grant received | 20,680 | 22,248 | |
| Net cash flows from operating activities | 1,699,360 | 2,838,761 |
(Continued)
The accompanying notes are an integral part of these consolidated financial statements.
SUNREX TECHNOLOGY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | |||
|---|---|---|---|
| Notes | 2025 | 2024 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of financial assets at fair value through profit or loss | ($ 1,769,360 ) | ($ 1,068,067 ) | |
| Proceeds from disposal of financial assets at fair value through profit or loss | 1,604,333 | 1,202,002 | |
| Increase in financial assets at amortised cost - current | ( 650,097 ) | ( 712,630 ) | |
| Decrease in financial assets at amortised cost - current | - | 935,326 | |
| Acquisition of investment properties | 6(26) | ( 1,099,397 ) | ( 1,095,394 ) |
| Proceeds from disposal of property, plant and equipment | 28,644 | 31,978 | |
| Increase in intangible assets | ( 16,849 ) | ( 19,380 ) | |
| Increase in refundable deposits paid | ( 716 ) | ( 1,647 ) | |
| Increase in other non-current assets | - | ( 11,206 ) | |
| Net cash flows used in investing activities | ( 1,903,442 ) | ( 739,018 ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Increase in short-term borrowings | 6(27) | 3,075,227 | 570,821 |
| Decrease in short-term borrowings | 6(27) | ( 3,751,239 ) | ( 607,864 ) |
| Increase in other payables - related parties | 6(27) | - | 100,000 |
| Increase in long-term borrowings | 6(27) | 519,689 | - |
| Decrease in long-term borrowings | 6(27) | - | ( 501,097 ) |
| Repayments of principal portion of lease liabilities | 6(27) | ( 34,444 ) | ( 35,085 ) |
| Decrease in deposits received | 6(27) | ( 4,269 ) | ( 7,126 ) |
| Cash dividends paid | 6(27) | ( 781,004 ) | ( 580,563 ) |
| Treasury shares | 6(14) | - | 33,804 |
| Net cash flows used in financing activities | ( 976,040 ) | ( 1,027,110 ) | |
| Effect of exchange rate changes on cash and cash | 78,122 | 166,266 | |
| Net (decrease) increase in cash and cash equivalents | ( 1,102,000 ) | 1,238,899 | |
| Cash and cash equivalents at beginning of year | 5,345,529 | 4,106,630 | |
| Cash and cash equivalents at end of year | $ 4,243,529 | $ 5,345,529 |
Annex 4
Sunrex Technology Corporation
2025 Earnings Distribution Statement
| Unit: NT$ | |
|---|---|
| Beginning distributable earnings | 6,033,600,510 |
| 2025 Net profit after tax | 670,692,708 |
| Actuarial losses/gains from defined-benefit plan | 3,603,224 |
| Disposal of equity instruments at fair value through other comprehensive income | 6,295,847 |
| The amount of which the net income after taxes plus the items other than the net income added to the undistributed retained earnings | |
| Amount of earnings | 680,591,779 |
| Less: Allocated legal reserve (10%) | (68,059,178) |
| Add: Reversal of special reserve as required by law | 87,886,012 |
| Accumulated total earnings available for distribution | 6,734,019,123 |
| Distribution of dividends (cash dividends) | (781,004,204) |
| Ending undistributed earnings | 5,953,014,919 |
Chairman: Tsai Huo-Lu
Manager: Yi Lo
Head of Accounting: Ming-Hung Wu
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Annex 5
Comparison Table of Amendments to Provisions of the “Procedure for Derivatives Transactions”
| Amended Articles | Current Articles | Descriptions |
|---|---|---|
| Article 2: Scope of Application: | ||
| (II) Nature of transaction: | ||
| I. Hedging transactions - Derivative transactions, intended to hedge operational risks, should be carried out to ensure the operating profit of the Company's business, mitigate risks caused by fluctuations in exchange rates, interest rates or asset prices, and risks arising from or expected to arise from the company's (including subsidiaries') business operations, net positions of receivables and payables or assets or liabilities held, and risks of transactions expected to be used for specific purposes in the future (such as external investment and capital expenditures). | ||
| II. Non-hedging transactions Based on forecasts of changes in the financial market, to increase the Company's revenue, it may engage in non-hedging derivative transactions in accordance with Article 6 of this Procedures. | Article 2: Scope of Application: | |
| (II) Nature of transactions: | ||
| Hedging transactions - For the purpose of hedging operational risks. | To increase the Company's revenue, it may engage in non-hedging derivative transactions in accordance with Article 3 of the Procedures. | |
| Article 3: Principles and guidelines for transactions: | ||
| (I) Types of transactions The scope of derivatives trading is limited to forward exchange, options and currency swap transactions. If | Article 3: Principles and guidelines for transactions: | |
| (I) Types of transactions Currently, the scope of derivatives trading is limited to forward exchange, options and currency swap transactions. If | Amend part of the content |
| Amended Articles | Current Articles | Descriptions |
|---|---|---|
| other products are to be used, prior approval from the chairman is required. | ||
| (II) Operating and trading strategies | ||
| Derivatives trading may be used for hedging purposes and for increasing company profits, and non-hedging transactions may also be conducted. | ||
| (III) Areas of responsibility: Finance Department | ||
| 1. Collect market information, assess trends and risks, be familiar with financial products, regulations and trading techniques, and compile the company's net foreign exchange position, provide sufficient information for management to make decisions, and conduct transactions within authorized limits in accordance with company policies and instructions. | ||
| 2. Calculates cash flows, allocates capital, and settles foreign exchange transactions. | ||
| 3. Provide the accounting department with the estimated loss figures for the transaction positions on a regular basis. | ||
| Accounting Department | ||
| 1. Bookkeeping and preparation of financial statements according to generally accepted accounting principles. | ||
| 2. Recognize the estimated loss from foreign exchange trading positions as assessed by the | other products are to be used, prior approval from the chairman is required. | |
| (II) Operating and hedging strategies | ||
| The trading of derivatives should be for the purpose of hedging. | ||
| (III) Areas of responsibility: Finance Department | ||
| 1. Collect market information, assess trends and risks, be familiar with financial products, regulations and trading techniques, and compile the company's net foreign exchange position, provide sufficient information for management to make decisions, and conduct transactions within authorized limits in accordance with company policies and instructions. | ||
| 2. Calculates cash flows, allocates capital, and settles foreign exchange transactions. | ||
| 3. Provide the accounting department with the estimated loss figures for the foreign-exchange trading positions on a regular basis. | ||
| Accounting Department | ||
| 1. Bookkeeping and preparation of financial statements according to generally accepted accounting principles. | ||
| 2. Recognize the estimated loss from foreign exchange trading positions as assessed by the | To increase company revenue, the company may engage in non-hedging transactions. | |
| Amend part of the content | ||
| Amend transaction limits and loss caps. |
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| Amended Articles | Current Articles | Descriptions |
|---|---|---|
| finance department. | ||
| (IV) Transaction amount and loss cap | ||
| 1. Total transaction amount - Capped at 20% of paid-in capital, depending on the transaction amount. |
- Loss limit:
(1) The Company:
(i) Contractual loss cap - The total loss amount shall be limited to 10% of the company's paid-in capital, and the loss of individual contract transactions shall not exceed 5% of the company's paid-in capital.
(ii) When the aforementioned loss limit is reached, the finance department should submit a written request to the chairman for approval on whether to carry out related operations such as closing position and stop-loss.
(2) Subsidiary:
(i) Contract loss limit - The total loss amount shall be limited to 10% of the company paid-in capital, and the loss of discrete contract transactions shall not exceed 5% of the company's paid-in capital.
(ii) When the aforementioned loss limit is reached, the finance department should submit a written request to the Chairman for approval on whether to carry out related operations such as closing position and stop-loss. | finance department.
(IV) Transaction amount and loss cap -
The foreign exchange-hedging limit is capped at the monthly net trading foreign exchange position (including anticipated positions in the future).
-
Loss limit:
(1) The Company:
(i) Discrete contract losses are limited to 20% of the contract amount, and the total amount of all contract losses is limited to US$1 million (inclusive).
(ii) When the aforementioned loss limit is reached, the finance department should submit a written request to the President for approval on whether to carry out related operations such as closing position and stop-loss.
(2) Subsidiary:
(i) Discrete contract losses are limited to 20% of the contract amount, and the total amount of all contract losses is limited to US$1 million (inclusive).
(ii) When the aforementioned loss limit is reached, the finance department should submit a written request to the President for approval on whether to carry out related operations such as closing position and stop-loss. | Revise that when the aforementioned loss limit is reached, the finance department should submit a written request to the chairman for approval on whether to carry out related operations such as closing position and stop-loss.
Revise evaluation time |
| Amended Articles | Current Articles | Descriptions | ||
|---|---|---|---|---|
| (V) Performance evaluation: | ||||
| Derivatives transactions should be evaluated at least weekly, and the evaluation report should be submitted to the chairman for review. | ||||
| Article 4: Operating Procedures: | ||||
| (I) Authorized amounts | ||||
| 1. Transaction undertaken | ||||
| Any engagement in derivatives trading by the Company shall be subject to the approval by the Chairman of the Board. | ||||
| Significant derivative transactions and other special-purpose transactions may only be conducted after obtaining the approval by the Audit Committee and submitting them to the board of directors for final approval. | ||||
| 2. Settlement | ||||
| The delivery process requires approval from the highest-ranking finance department executive; if the delivery is to be completed ahead of schedule, it requires approval from the chairman of the board. | (V) Performance evaluation: | |||
| Hedging transactions should be evaluated at least twice a-month, and the evaluation report should be submitted to the highest-ranking finance manager for approval. | ||||
| Article 4: Operating Procedures: | ||||
| (I) Authorized amounts | ||||
| 1. Transaction undertaken | ||||
| Level of authorization to approve hedging transactions | Revise that all authorized transactions involving derivative products must be approved by the chairman of the board. | |||
| Approving authority | Daily-trading authorization | Net-cumulative-position-trading authorization Limit | ||
| Principal-financial-officer | Below-US$0.5M | Below-US$1.5M-(including) | ||
| President | US$0.5M-5M-(including) | Below-US$10M-(including) | ||
| Chairman | Above-US$5M | Below-US$20M-(including) | ||
| Significant derivative transactions and other special-purpose transactions may only be conducted after obtaining the approval by the Audit Committee and submitting them to the board of directors for final approval. | ||||
| The aforementioned authorized amount refers to the total amount for each derivatives transaction. The Chairman is authorized to adjust this amount based on changing circumstances, but any adjustments must be reported to the Board of Directors for approval. | ||||
| 2. Settlement | ||||
| Settlement requires approval |
| Amended Articles | Current Articles | Descriptions |
|---|---|---|
| from the highest-ranking officer in the Finance Department. If settlement is completed early, and the loss from settlement reaches 20% or more of the contract value for a specific contract, it must be submitted to the President for approval. | ||
| Article 6: Internal control system: | ||
| (I) Risk management measures | ||
| 1. Credit risk management: Transaction counterparties are limited to domestic and overseas financial institutions. | ||
| 2. Market risk management: Derivatives trading is primarily used for hedging purposes and for increasing company profits, and non-hedging transactions may also be conducted. | ||
| 3. Liquidity risk management: The derivative financial instruments traded must have sufficient market liquidity, and the financial institutions involved must have adequate equipment, information and trading capabilities, and be able to trade in any market. | ||
| 4. Operational risk management: The authorized limits and operating process must be strictly observed to avoid operational risks. | ||
| 5. Legal risk management: Any principal agreements for foreign exchange transactions signed with banks must be formally signed after review by the legal department to avoid legal risks. | Article 6: Internal control system: | |
| (I) Risk management measures | ||
| 1. Credit risk management: Transaction counterparties are limited to domestic and overseas financial institutions. | ||
| 2. Market risk management: Primarily engage in hedging transactions and aim to avoid creating additional positions. | ||
| 3. Liquidity risk management: The types of derivative financial instruments traded must have sufficient market liquidity, and financial institutions must have sufficient equipment, information, and transactional capabilities, and be able to trade in any market. | ||
| [fuzzy]Trading can be done in any market. | ||
| 4. Operational risk management: The authorized limits and operating process must be strictly observed to avoid operational risks. | ||
| 5. Legal risk management: Any principal agreements for foreign exchange transactions signed with banks must be | Add that engaging in non-hedging transactions is allowed. |
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| Amended Articles | Current Articles | Descriptions |
|---|---|---|
| 6. Cash settlement risks: Trading personnel shall strictly abide by the regulations for authorized amount and pay attention to the Company's cash flow to ensure that there is sufficient cash at the time of settlement. | formally signed after review by the legal department to avoid legal risks. | |
| 6. Cash settlement risks: Trading personnel shall strictly abide by the regulations for authorized amount and pay attention to the Company's cash flow to ensure that there is sufficient cash at the time of settlement. | ||
| Article 9: The management and control procedures for derivative instruments of subsidiaries: | ||
| (I) Subsidiaries shall follow the “Procedures for Derivatives Transactions” when engaging in derivatives trading. |
(II) Subsidiaries shall report to the Company on their derivative transactions up to the end of the previous month by the 10th of each month. The Company shall then compile the reports and submit them to the competent authorities for announcement and reporting. | Article 9: The management and control procedures for derivative instruments of subsidiaries:
(I) Subsidiaries shall refer to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and establish “Procedures for Derivatives Transactions” in accordance with the FSC’s regulations and subject to board of directors approval, and the same shall apply to any amendments.
(II) Subsidiaries shall report to the Company by the 10th of each month the status of their derivatives trading for the previous month. | Amend part of the content |
| | Article 11: When a subsidiary submits the formulation or revision of the Procedures to the board of directors for discussion, if any director expresses objection and there is a record or written statement, the director's objection information shall be sent to the subsidiary's | Delete this Article |
| Amended Articles | Current Articles | Descriptions |
|---|---|---|
| supervisors. | ||
| Once independent directors are appointed to the subsidiary, the Procedures shall be submitted to the Board of Directors for discussion as required in the preceding paragraph, with due consideration given to the opinions of each independent director. Any objection or reserved opinions from independent directors shall be recorded in the minutes of the Board of Directors meeting. | ||
| Article 11: The Procedures, after being approved by the Audit Committee and approved by the Board of Directors, shall be submitted to the shareholders meeting for approval before implementation, and the same applies to all subsequent revisions. | Article 12: The Procedures, after being approved by the Audit Committee and approved by the Board of Directors, shall be submitted to the shareholders meeting for approval before implementation, and the same applies to all subsequent revisions. | Amend part of the content |
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Annex 6
Sunrex Technology Corporation Shareholding Status of Directors:
| Job Title | Name | Number of Shares Held |
|---|---|---|
| Chairman | Tsai Huo-Lu | 38,476,233 |
| Director | Tseng Tsai Shu-Ping | 23,221,253 |
| Director | Tseng Su-E | 1,000,751 |
| Director | Li Ming-Tse | 190,322 |
| Director | Tsai Yu-Hsueh | 3,000,000 |
| Director | Yeh Yeh | 0 |
| Independent Director | Kuo Yuan-Ching | 0 |
| Independent Director | Wu Yuan-Fu | 0 |
| Independent Director | Tseng Li-Wei | 0 |
| Number of shares held by all directors combined | 65,888,559 |
Note: As of March 31, 2026 (book closure date), the total number of issued shares is 195,251,051. As is required by Article 26 of the Securities and Exchange Act, the minimum percentage of shares to be held by all directors of the Company is 7.5%, which is a minimum of 14,643,828 shares. As of the book closure date for this shareholders meeting, the shareholding status of individual directors and all directors has met the percentage standard stipulated in Article 26 of the Securities and Exchange Act.
Annex 7
Sunrex Technology Corporation Articles of Incorporation
Chapter 1 General Provisions
Article 1: The Company is incorporated in accordance with the Company Act, and is named Sunrex Technology Corporation.
Article 2: The Company’s scope of operation is as follows:
- Design, manufacture, processing, trading, maintenance and leasing of computers and their auxiliary equipment/software/hardware.
- Development, design, manufacturing and domestic/overseas sales of microcomputers.
- Design, development and domestic/overseas sales of system software and applications.
- Development, design, manufacturing and domestic/overseas sales of computer communication control devices and control circuit boards.
- Development, design, manufacturing and domestic/overseas sales of electronic calculators and other electronics products.
- Development, design and domestic/overseas sales of telephones, answering machines, among other telecommunication products and their parts and components.
- Design, development, manufacturing and domestic/overseas sales of various keyboards, plastic ejection keys, and their dies.
- CC01050 Data storage media units manufacturing.
- F401030 Manufacture export.
- Manufacture and trading of various types of precision dies (plastic/steel dies, die casting molds).
- Manufacture and trading of various plastic ejection products (dual-color keys, keyboards, plastic supplies).
- Processing, manufacture, and trading of plastic slippers, plastic shoes, and sneakers.
- CC01070 Telecommunication equipment and apparatus manufacturing.
- C804020 Industrial rubber products manufacturing.
- CC01060 Wired communication equipment and apparatus manufacturing.
- F107140 Wholesale of plastic raw materials.
- F113010 Wholesale of machinery.
- F113030 Wholesale of precision instruments.
- F113070 Wholesale of telecommunications apparatus.
- F118010 Wholesale of computer software.
- F119010 Wholesale of electronic materials.
- F401010 International trade.
- F401021 Restrained telecom radio frequency equipment and materials import.
- Non-prohibited or non-restricted businesses, in addition to the permitted business.
Article 2-1: The Company may act as a guarantor to meet business needs.
Article 3: The Company is headquartered in Taichung City, Taiwan, and may establish local and foreign branches as deemed necessary, subject to board of
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Article 4: directors' resolution.
Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.
Chapter 2. Share Capital
Article 5: The Company has an authorized capital of 4.2 billion New Taiwan Dollars in 420 million shares. Each share has a face value of ten New Taiwan Dollars. The board of directors is authorized to raise share capital in multiple issues. Taiwan Depository & Clearing Corporation, however, may request consolidation in exchange for large-denomination securities to be issued.
Article 5-1: The Company may invest in other businesses for business needs. The total amount of the Company's external investment is not subject to the 40% limit rule of the paid-in capital as stated in Article 13 of the Company Act.
Article 6: The Company's shares are issued as required by law upon signature or seal of the director that represents the Company. Shares of the Company is exempted from actual printing but shall be registered with Taiwan Depository and Clearing Corporation.
Article 7: Deleted
Article 8: Deleted
Article 9: All share administration-related affairs shall proceed according to Regulations Governing the Administration of Shareholder Services of Public Companies issued by the competent authority.
Article 10: Deleted
Article 11: Transfer of share ownership shall be suspended within 60 days prior to an annual general meeting, 30 days prior to an extraordinary general meeting, or 5 days before the record date of dividends or bonuses.
Chapter 3. Shareholder Meetings
Article 12: There are two types of shareholder meetings and they are annual general meetings and extraordinary general meetings. General meetings are held once a year and shall be held within six months after the end of each fiscal year. Extraordinary general meetings, when necessary, are held in accordance with the law.
The Company's shareholders' meetings may take place in the form of video conferencing or in any other way announced by the central competent authority.
Article 13: When a shareholder is unable to attend the shareholders' meeting for whatever reason, that shareholder shall, in accordance with Article 177 of the Company Act, appoint a proxy to attend on their behalf with a show of the Power of Attorney. For regulations on the proxies, besides the Company Act, those in the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority shall be followed.
Article 14: If a shareholders' meeting is held, the Chairman of the Board of Directors shall be its chairperson. When the Chairman is unable to chair it, the Vice Chairman may act on their behalf. When the Deputy Chairman is also unable to chair it, the Chairman shall designate one director to act on their behalf. Without such designation, directors may elect one among themselves to chair the meeting.
Article 15: Unless specified otherwise in laws and regulations, each share is entitled to one vote.
Article 16: Except otherwise regulated by the Company Act, resolutions made in shareholders’ meetings shall be supported by attendance of shareholders representing a majority of outstanding shares and more than 50% of the votes of the attending shareholders.
Article 17: Decisions made in the shareholders’ meeting shall be kept in the meeting minutes, which are to be signed or sealed by the chair and be distributed to each of the shareholders within 20 days after the meeting. The meeting minutes shall show highlights and results of the meeting and shall be kept together with the sign-in book of attending shareholders and Powers of Attorney turned in by proxies at the Company.
The distribution of meeting minutes indicated in the preceding paragraph may be done through announcement.
Chapter 4. Directors
Article 18: The Company has seven to nine directors. The candidate nomination system is adopted for the election. Capable people are elected during the shareholders’ meeting to serve a term of three years and are eligible for re-election. The total shareholding ratio of the directors is based on the requirement of the competent securities authority.
Among the foregoing directors, there may not be fewer than three independent directors; they are to be elected during the shareholders’ meeting from the list of independent director candidates. The professional qualification, shareholding and part-time job restrictions, determination of independence, nomination methods, and other requirements to be followed for independent directors are based on applicable requirements of the competent securities authority.
Article 18-1: The rewards for the Company’s directors are determined by the Board of Directors according to standard industry practice.
Article 18-2: The Company may have the directors covered by liability insurance for their scope of operation within their term in office.
Article 19: In the event that there are more than one-third of openings for directors, the Board of Directors shall call for a special shareholders’ meeting as required by law within 60 days to hold a by-election of directors who will serve the remainder of the current term.
Article 20: When a re-election does not take place upon expiration of the current term, existing directors may continue to fulfill their duties up to when new directors are elected and inaugurated.
Article 21: A Board of Directors meeting is to be held by directors. One Chairman and one Vice Chairman are elected among the directors in the meeting with attendance of two-thirds or more of all directors and approval from a majority of attending directors. The Chairman shall take care of all affairs regarding the Company in compliance with laws and regulations, the Articles of Incorporation, and decisions made during the shareholders’ meeting or by the Board of Directors. When the Chairman is unable to fulfill their duties, the Vice Chairman shall act on their behalf.
Article 22: The Board of Directors shall decide the Company’s operational policy and other important matters. Except for the very first meeting of each intake that is to be called for as required by Article 203 of the Company Act, other
47
Board of Directors meetings are to be called by the Chairman, who shall also serve as the chair of the meeting. When the Chairman is unable to fulfill their duties, the Vice Chairman shall act on their behalf. When the Vice Chairman is also absent, the Chairman shall designate one director to act on their behalf. Without such designation, directors may have one among themselves to act as the Chairman.
Article 23: Unless otherwise regulated by The Company Act, board meetings shall have the attendance of more than half of the board members, and the resolutions shall be represented by more than half of the attending directors. Directors who cannot attend the meetings may present a power of attorney which specifies the scope of authorization and entrust other directors with attending the meetings. One director can only represent one other director.
Article 23-1: If teleconferencing is used in a board meeting, directors who participate in the meeting via teleconferencing are considered in attendance in person.
Article 23-2: A notice of the reasons for convening a board meeting shall be given to each director at least 7 days before the meeting is convened. In the event of an emergency, however, a board meeting may be called on short notice. The notice of the convening of board meeting can be made in writing, fax or email.
Article 24: The resolutions should be recorded in the meeting minutes to be signed or stamped and sealed by the chair and then distributed to each director within twenty days after the meeting. The minutes shall be kept in the Company together with the signature of the attending directors and the power of attorney for the proxies.
Article 25: Deleted
Chapter 5. Manager and Staff
Article 26: The Company shall establish positions of officers, and the appointment, dismissal and remuneration shall comply with Article 29 of the Company Act.
Article 27: The Company may hire consultants or high-level staff through resolutions of the board based on Article 23 of the Articles of Incorporation.
Article 28: The other staff of the Company are to be hired or dismissed through nomination by the President and approved the Chairman and then are reported to the Board of Directors for reference.
Chapter 6. Final Accounts
Article 29: The Company shall, at the end of each fiscal year, have the board prepare the list of documents shown below, submit them to shareholders' general meetings, and request for the ratification of the reports at the meeting.
- Business report.
- Financial statements.
- Proposal for the distribution of profit or make-up for the loss.
Article 30: If the Company is profitable in the fiscal year, more than 1% of the profit shall be allocated as bonuses for employees, and no more than 3% of the profit shall be allocated as remuneration for directors. However, if the Company still has accumulated losses, it should first reserve funds to cover those losses before calculating distribution based on the proportion stipulated in the Articles of Incorporation.
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The employee remuneration referred to in the preceding paragraph shall have no less than 1% of the amount allocated as remuneration for entry-level employees.
Article 30-1: If the Company has any surplus in earnings after annual final accounts, the Company shall first pay tax, make up for accumulated loss of previous years and then set aside 10% as legal reserve. However, if legal reserve balance has reached the Company's paid-in capital, no more legal reserve should be provided for, and the remainder may be appropriated as a special reserve in accordance with the law or the regulations of the competent authorities. If there is still surplus, the board of directors shall prepare an earnings distribution proposal. If the distribution is made by issuing new shares, the distribution shall be approved by the shareholders' meeting. If the Company distributes all or part of the dividends and bonuses or legal reserve and capital surplus in the form of cash, the Board of Directors is authorized to do so with the presence of at least two-thirds of the directors and the approval of a majority of the directors present, and to report to the shareholders' meeting.
Chapter 7. Supplementary Provisions
Article 31: The Company's Organic Rules and Enforcement Rules shall be established separately by the Board of Directors.
Article 32: Any outstanding issues not specified in the Articles of Incorporation are to be handled in accordance with the Company Act and the related regulations.
Article 33: These Articles of Incorporation were prepared on July 19, 1991 and amended for the first time on September 15, 1991, for the second time on June 4, 1994, for the third time on June 29, 1996, for the fourth time on June 21, 1997, for the fifth time on May 4, 1998, for the sixth time on June 22, 1999, for the seventh time on June 22, 1999, for the eighth time on June 27, 2000, for the ninth time on June 27, 2000, for the tenth time on September 26, 2000, for the eleventh time on April 26, 2001, for the twelfth time on October 11, 2001, for the thirteenth time on June 27, 2002, for the fourteenth time on May 30, 2003, for the fifteenth time on June 14, 2006, for the sixteenth time on June 13, 2007, for the seventeenth time on June 27, 2008, for the eighteenth time on June 17, 2010, for the nineteenth time on June 6, 2012, for the twentieth time on June 14, 2013, for the twenty-first time on June 9, 2015, for the twenty-second time on June 17, 2016, for the twenty-third time on June 12, 2018, for the twenty-fourth time on June 12, 2020, for the twenty-fifth time on June 17, 2022, for the twenty-sixth time on June 21, 2023, and for the twenty-seventh time on May 29, 2025.
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Annex 8
Sunrex Technology Corporation
Rules of Procedure for Shareholders Meetings
Article 1 The shareholders meeting should be handled according to the Rules unless otherwise stated by the law.
Article 2 The Company shall provide an attendance register for the attending shareholders to sign in, or have the attending shareholders turn in their attendance cards as to sign in. The number of shares in attendance is counted based on the attendance register or the submitted attendance cards.
Article 3 Attendance and voting at a shareholders meeting shall be calculated based on the number of shares.
Article 4 Shareholders' meeting should be held at the location of the Company or the place convenient for the shareholders and suitable for the meeting occasion. The meeting should not be earlier than 9am or later than 3pm. Independent directors' opinions on the meeting place and time shall also be fully considered.
Article 5 The chairman should chair the shareholder meeting convened by the board. Vice-chairman is to chair the meeting on behalf of the chairman if the chairman takes the day off or for any reason cannot exercise the power. The chairman is to appoint a managing director on behalf of the vice-chairman if there is no vice-chairman or if the vice-chairman cannot attend the meeting due to the aforementioned reasons. A director is appointed if there is no managing director. In the event that the chairman does not appoint anyone, the managing directors or the directors are to recommend one person.
For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by convening authority. One person should be selected to chair the meeting if there are more than two present.
Article 6 Attorneys, accountants or other relevant personnel appointed by the Company may attend the shareholder meeting as non-voting delegates.
Staff handling administrative affairs of a shareholders meeting shall wear badges or armbands.
Article 7 The company shall make an uninterrupted audio and video recording of the entire meeting of shareholders, and the recorded materials shall be retained for at least one year.
Article 8 The chairperson is to call the meeting to order at the designated meeting time, but is to announce a postponement if the attending shareholders represent less than half of the total issued shares. The number of postponement is limited to two times, totaling no more than
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1 hour. f the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act.
If the attending shareholders represent more than half of the total issued shares before the end of the meeting, the chair is to make a tentative resolution and re-submit it for a shareholders vote in accordance with Article 174 of the Company Act.
Article 9
The board should set the agenda for the meetings that it convenes. The meeting should be carried out based on the agenda, and should be not changed without the resolution of the shareholders.
The rules of the preceding paragraph may be applied to a meeting of shareholders convened by a party that is not the board of directors.
The chairperson may not declare the meeting ended prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, a new chairperson of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.
After the said meeting ends, shareholders shall not elect another chairperson to hold another meeting at the same or any other place.
Article 10
Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order to give the speech.
The attending shareholders are considered to offer no statement if they only provide speech notes without giving statements. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail.
When an attending shareholder is making a statement, other shareholders shall not speak unless given permission by the chairperson and the speaking shareholder. Violators shall be halted by the chairperson.
Article 11
Each shareholder shall not make more than two statements for the same proposals without the chairperson's agreement, and each statement shall not exceed five minutes. If shareholder's statement violates the rules or exceeds the scope of the issue, the chairperson shall halt the statement.
Article 12
Corporate entities that have been appointed as proxy attendants can only appoint one representative to attend shareholder meeting.
The corporate shareholders who appoint more than two delegates to
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attend the meeting can only have one person giving speech for a motion.
Article 13 After an attending shareholder speaks, the chairperson shall personally answer or designate a relevant person to answer.
Article 14 The chairperson is to stop discussion and announce for a vote for the motion that is close to the level to be decided by votes.
Article 15 The monitoring and counting personnel for the voting should be assigned by the chair, and the monitoring personnel should have a shareholder status. Voting results shall be made known on-site immediately and recorded in writing.
Article 16 During the meeting the chairperson shall announce recess at set times.
Article 17 Unless otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. Motions are considered passed if shareholders express no objection after being consulted by the chair, and are considered passed with the same effectiveness as by voting.
Article 18 For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the vote order. If one of the proposals has been passed, the other proposals are viewed as denied and no more voting will be conducted.
Article 19 The chair is to direct proctors (or security guards) to help maintain order of the meeting. The proctors (or security personnel) help maintaining order at the meeting place shall wear an armband bearing the word "Proctor".
Article 20 Any outstanding issues not specified in the Rules of Procedures are to be handled in accordance with the Company Act and the related regulations.
Article 21 These Rules shall be enforced upon finalization through the shareholders' meeting once introduced by the Board of Directors. The same applies upon revision.