SEC Form 6-K filed by ChipMOS TECHNOLOGIES INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2025

Commission File Number 001-37928

ChipMOS TECHNOLOGIES INC.

(Translation of Registrant’s Name Into English)

No. 1, R&D Rd. 1, Hsinchu Science Park

Hsinchu, Taiwan

Republic of China

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

On May 13, 2025, ChipMOS TECHNOLOGIES INC. (the “Company”) (Taiwan Stock Exchange: 8150 and Nasdaq: IMOS) held the 8th meeting of its 11th Board of Directors (the “Board”), at which time the following matters were resolved with public announcements made in Taiwan regarding such resolutions:

With respect to resolution (1), the Company’s consolidated results for the three months ended March 31, 2025 include:

- operating revenue of NT$5,532,332 thousand,

- gross profit from operations of NT$518,388 thousand,

- operating profit of NT$116,028 thousand,

- profit before income tax of NT$198,113 thousand,

- profit of NT$176,305 thousand,

- profit attributable to equity holders of the Company of NT$176,305 thousand,

- basic earnings per share of NT$0.24; and

as of March 31, 2025,

- total assets of NT$43,213,590 thousand,

- total liabilities of NT$18,270,101 thousand,

- equity attributable to equity holders of the Company of NT$24,943,489 thousand.

With respect to resolution (2), please refer to the English version of our May 13, 2025 filing on the Taiwan Stock Exchange Corporation’s Market Observation Post System (MOPS). Attached as Exhibit 99.1 is our related press release issued on May 13, 2025.

Date of announcement: 2025/05/13

Subject: Announcement of the Company’s Board of Directors resolution to repurchase shares

Date of events:2025/05/13

To which item it meets: Article 4, Paragraph 1, Item 35 of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities

Statement:

Subject: The Company intends to repurchase shares as treasury shares for transfer to employees in accordance with the law.
Explanatory Note:

Resolution: Approved by all members present in the meeting.

ChipMOS TECHNOLOGIES INC.

RULES FOR THE THIRD REPURCHASE AND TRANSFER OF SHARES TO EMPLOYEES

Article 1 Purpose

In order to incentivize employees and enhance their team spirit, the Company has established the Rules for the Repurchase and Transfer of Shares to Employees (the “Rules”) in accordance with Subparagraph 1, Paragraph 1, Article 28-2 of the Securities and Exchange Act and the relevant provisions of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” promulgated by the Financial Supervisory Commission. The transfer of repurchased shares to employees by the Company, except as otherwise provided by relevant laws and regulations, shall be handled in accordance with the Rules.

Article 2 Type of Shares to be Transferred, Rights and Restrictions

The shares to be transferred to employees are common shares. Unless otherwise provided by relevant laws and regulations or the Rules, the rights and obligations attached thereto shall be the same as those of other outstanding common shares.

Article 3 Transfer Period

The repurchased shares may, pursuant to the Rules, be transferred to employees in one or more installments within five years from the date of repurchase.

Article 4 Qualifications of Transferees

Any employee of the Company (including employees of its domestic or foreign subsidiaries or affiliates who meet certain conditions), will be eligible to subscribe for a designated number of shares in accordance with Article 5 of the Rules, provided that such employee has been employed for at least three months prior to the record date for subscription, or has made special contributions to the Company as approved by the Board of Directors.

Article 5 Number of Shares Employees May Subscribe

The number of shares to be transferred to each employee shall be determined by the Company based on factors including the employee’s position, performance, special contributions to the Company, and alignment with the Company’s long-term strategic objectives, which shall be subject to review by the Chairman and thereafter submitted to the Audit Committee and the Board of Directors for approval. Notwithstanding the foregoing, in the case of managers and directors who concurrently serve as employees, the proposed number of shares to be transferred shall be submitted to the Remuneration Committee and the Board of Directors for approval.

Article 6 Transfer Procedures

The procedures for transferring repurchased shares to employees shall be conducted as follows:

Article 7 Transfer Price per Share

The shares repurchased by the Company and transferred to employees shall be transferred at the average actual repurchase price. However, if the total number of issued common shares of the Company increases (or decreases) prior to such transfer, the transfer price may be adjusted proportionally to reflect the increase (or decrease) in the number of issued shares. Alternatively, any transfer of shares to employees at a price below the average actual repurchase price pursuant to the Company’s Articles of Incorporation must, prior to effectuating the transfer, be approved by a resolution adopted at the most recent shareholders’ meeting. Such meeting must be attended by shareholders holding more than fifty percent (50%) of the total issued shares, and the resolution must be approved by shareholders representing at least two-thirds (2/3) of the voting rights of those present. Furthermore, the matters specified in Article 10-1 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” must be clearly enumerated and explained in the notice of the shareholders’ meeting convened for this purpose.

Formula for Adjusting the Transfer Price:

Adjusted Transfer Price = Average Actual Repurchase Price × (Total Number of Issued Common Shares at the Time of Reporting of the Repurchase ÷ Total Number of Issued Common Shares Immediately Prior to Transfer of Repurchased Shares to Employees)

For purposes of this formula, the number of issued shares shall mean the total number of issued common shares, excluding shares repurchased by the Company that have not yet been cancelled or transferred.

Article 8 Rights and Obligations Following the Transfer

Upon the transfer of repurchased shares to employees and the completion of the corresponding registration, unless otherwise expressly provided, such shares shall carry the same rights and obligations as the original shares.

Article 9 Additional Provisions Regarding the Rights and Obligations of the Company and Employees

Employees subject to this transfer who resign between the record date for employee subscription and the subscription payment deadline shall forfeit their eligibility to subscribe.

Employees who fail to subscribe and remit payment by the subscription payment deadline shall be deemed to have waived their subscription rights. Any unsubscribed shares may be reallocated by the Board of Directors, either during the current subscription period or combined with subsequent subscription periods within the transfer period specified in Article 3, and offered to other eligible employees. The identities of such subscribers shall be submitted to the Audit Committee or the Remuneration Committee for review, and thereafter reported to the Board of Directors for approval.

Any other matters concerning the rights and obligations of the Company and its employees may be mutually agreed upon as necessary, provided that such agreements do not contravene the Securities and Exchange Act, the Company Act, or any other applicable laws and regulations.

Article 10 The Rules shall take effect upon approval by the Board of Directors and may be amended by a subsequent resolution of the Board of Directors.

Article 11 The Rules were adopted on May 13, 2025.

According to the evaluation opinion provided by KGI Securities Co., Ltd., the proposed repurchase price range for the Company’s shares, set between NT$18.87 and NT$35.00 per share, is deemed reasonable. The evaluation also concludes that the repurchase will not have any significant adverse impact on the Company’s financial structure, net asset value per share, earnings per share, return on equity, liquidity ratio, etc.
The total amount for the proposed share repurchase, calculated at the maximum price of NT$35.00 per share, is NT$525,000 thousand. Based on the Company’s 2024 financial report, retained earnings (excluding special reserves), capital surplus, realized capital reserves, and the amounts deducted for declared distributions collectively amount to NT$16,793,289 thousand. This figure represents the maximum allowable amount for share repurchases, as stipulated by the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”.
The calculations confirm that the proposed repurchase amount does not exceed the regulatory limits, and the predetermined repurchase price range is deemed reasonable.

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