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AOPEN — Annual Report 2025
Jun 4, 2026
52278_rns_2026-06-04_a8564567-a7d1-4d4b-8e22-0c2970ce9fe9.pdf
Annual Report
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AOPEN an Acer Group Company
TSE : 3046
2025 Annual Report
AOPEN Incorporated
Annual Report Website: http://mops.twse.com.tw
Company Website: http://www.aopen.com
Date of Publication: March 28, 2026
DISCLAIMER
This is a translation of the 2025 Annual Report of Aopen Incorporated (the “Company”). The translation is intended for reference only and nothing else, the Company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the Annual Report shall govern any and all matters related to the interpretation of the subject matter stated herein.
I. Spokesperson & deputy spokesperson name, title, contact number and email
| Spokesperson | Deputy spokesperson | |
|---|---|---|
| Name | Edward Chen | Julin Tai |
| Title | Assistant Vice President | Manager |
| Contact Number | (02)77101195 | (02)77101195 |
| [email protected] | [email protected] |
- Addresses and telephone numbers of headquarters, branches, factories
Xizhi Headquarters
Address: 9F., No. 88, Sec. 1, Xintai 5th Rd, Xizhi Dist., TEL: (02)7710-1195
New Taipei City
Taipei Shareholder Service Office
Address: 7F-5, No. 369, Fuxing N. Rd., Songshan Dist., TEL: (02)2719-5000
Taipei City
- Name, address, website and telephone number of stock transfer agency
Name: Shareholder Service Office of AOPEN Inc.
Address: 7F-5, No. 369, Fuxing N. Rd., Songshan Dist., Taipei City
Website: [email protected]
TEL: (02)2719-5000
- Name of CPA certifying the latest annual financial statement and name, address, website and telephone number of the accounting firm
Names of accounting firm: KPMG
Name of CPAs: Phyllis Chang, Steven Shih
Address: 68F, No. 7, Sec. 5, Xinyi Rd, Taipei (Taipei 101 Building)
Website: www.kpmg.com.tw
TEL: (02)8101-6666
-
Name of any exchanges where the Company's securities are traded offshore, and the method by which to access information on said offshore securities: Not applicable.
-
Company website: www.aopen.com
Table of Contents
One. Report to Shareholders... 1
Two. Corporate Governance Report... 4
I. Information on the company's directors, general manager, vice general manager, assistant vice president, and supervisors of the company's divisions and branch units... 4
II. Remuneration paid in the most recent fiscal year to directors (including independent directors), officers, and vice general manager... 19
III. State of operation of corporate governance... 25
IV. Information on the professional fees of the attesting CPAs... 63
V. Information on replacement of CPAs... 63
VI. The company's chairman, general manager or any officers in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPAs or at an affiliated enterprise of such accounting firm... 64
VII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, officer, or shareholder in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report... 64
VIII. Relationship information, if any of the company's 10 largest shareholders is a related party... 65
IX. The total number of shares and total equity stake held in any single enterprise by the company, its directors, and any companies controlled either directly or indirectly by the company:... 66
Three. Fundraising... 67
I. Company capital and shares... 67
II. Issuance of corporate bonds... 70
III. Issuance of preferred shares... 70
IV. Issuance of global depository receipts... 70
V. Issuance of employee warrants... 70
VI. Issuance of restricted stock awards... 70
VII. Mergers or acquisitions or with acquisitions of shares of other companies... 70
VIII. Status of implementation of capital allocation plan... 70
Four. An Overview of Operations... 71
I. Business description:... 71
II. An analysis of the market as well as the production and marketing situation... 75
III. Analysis of employees... 78
IV. Information on environmental protection expenditures... 78
V. Labor relations... 78
VI. Information and Communications Security Management... 80
VII. Important contracts... 82
Five. Review and Analysis of Financial Position and Financial Performance, and Assessment of Risks ... 83
I. Financial position comparative analysis ... 83
II. Review and analysis of financial performance ... 84
III. Review and analysis of cash flow ... 85
IV. Effect upon financial operations of any major capital expenditures in the most recent fiscal year ... 85
V. Reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year ... 86
VI. Analyze and assess the following matters for risk management ... 86
VII. Other important matters ... 90
Six. Special items to be included ... 93
I. Information on affiliates ... 93
II. Private placement of securities in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report ... 93
III. Other matters that require additional description ... 93
Seven. Any of the Situations Listed in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act, Which Might Materially Affect Shareholders’ Equity or the Price of the Company’s Securities, Occurred in the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report ... 93
One. Report to Shareholders
Dear Shareholders,
First of all, I would like to thank you for your long-term support.
AOpen achieved a consolidated revenue of NT$7.51 billion and consolidated net income of NT$313 million, increase of 6.75% compared to 2024.
I. Financial performance comparative analysis
Unit: NT$ thousand
| Item | Year | 2024 | 2025 | Change ratio (%) |
|---|---|---|---|---|
| Total | Total | |||
| Net revenue | 6,945,979 | 7,513,287 | 8.17 | |
| Operating costs | 6,439,506 | 6,880,367 | 6.85 | |
| Gross profit | 506,473 | 632,920 | 24.97 | |
| Operating expenses | 270,098 | 277,790 | 2.85 | |
| Operating profit (loss) | 236,375 | 355,130 | 50.24 | |
| Non-operating income and expenses | 47,022 | 32,122 | (31.69) | |
| Net profit (loss) before tax | 283,397 | 387,252 | 36.65 | |
| Income tax expense | (10,257) | 73,768 | 819.20 | |
| Net profit (loss) for the period | 293,654 | 313,484 | 6.75 | |
| Other comprehensive income (loss) | (1,460) | 2,851 | 295.27 | |
| Total comprehensive income for the period | 292,194 | 316,335 | 8.26 |
II. Research and Development Status (Note 1)
In 2025, the operating environment has become more complex, with global political, economic, and military developments introducing uncertainty, alongside ongoing geopolitical tensions and tariff issues; inflation, energy transition, and extended logistics cycles continue to affect the value chain, while ESG and low-carbon practices have become fundamental business requirements; at the same time, rapid advances in artificial intelligence are reshaping industry operations, driving transformation in automation, intelligent systems, and computing performance; in response, AOPEN remains focused on disciplined execution and resilience, strengthening supply chain flexibility and regional deployment, and we thank our global partners and employees for their continued trust and commitment, enabling steady progress and sustained growth.
Against this backdrop, AOPEN worked closely with global distribution partners to deploy high-performance IPC platforms, Edge AI computing systems, and cloud-based management capabilities across applications including smart manufacturing, digital campuses, interactive retail, and transportation systems. These implementations enable stable equipment operation under demanding conditions. As the AI application market emphasizes practical requirements such as automated data handling, rapid deployment, and measurable performance outcomes, AOPEN’s product solutions, supported by localized technical services, assist customers in establishing a stable position along the AI adoption curve.
In alignment with the shift from pilot validation to scaled deployment, AOPEN has expanded its portfolio from indoor and semi-outdoor to fully outdoor-ready IPC solutions with wide
temperature, wide voltage, and ruggedized designs, supporting applications in automation, transportation, education, energy, and public safety; the company continues to strengthen its diversified product portfolio and supply chain efficiency while reinforcing ESG practices, including supplier management and carbon reduction, to enhance long-term competitiveness and shareholder value.
Looking ahead to 2026, global volatility and AI-driven structural change are expected to continue; demand for low-carbon design, green supply chains, and AI computing will further increase; AOPEN will continue to enhance supply chain integration and expand Edge AI solutions across key vertical markets, while embedding sustainability and ESG principles into product development to strengthen resilience and long-term value creation for customers, partners, and shareholders.
Chairman of Board: Victor Chien
Corporate Officers: Ken Wang
Accounting Officer: Edward Chen
(Note 1): The Company did not publicly announce its financial forecast for 2025, the relevant explanations are based on the actual operating conditions for that fiscal year.
2026 Operational Plan (Note 1) :
I. Business Strategies
1. Integrate Edge AI computing capabilities with cloud technologies to accelerate the development of new AI-driven business opportunities.
2. Adopt green materials and low-carbon product design to advance environmental technology and reinforce long-term corporate sustainability.
3. Expand smart and diversified business portfolios to enhance supply chain resilience amid global uncertainties.
II. Operating objectives
1. Expand the core customer base and develop potential clients through automated platform solutions.
2. Continue the development of stable, cross-platform, and differentiated Edge AI products to strengthen market competitiveness.
3. Strengthen supply chain management and strategic partnerships to mitigate risks arising from global trade friction.
III. Business planning, production and sales policy
1. Develop multi-domain digital industry applications and modularize proven global deployment models.
2. Implement a flexible supply chain strategy to ensure responsiveness in international markets.
3. Apply AI technologies to optimize cost structures, thereby improving net profitability and shareholder returns.
IV. Future development strategies
1. Enhance Edge AI computing solutions to support customers’ intelligent transformation and operational upgrades.
2. Integrate global resources and deepen localized service capabilities to improve market responsiveness.
3. Promote green supply chains and low-carbon technology integration to establish sustainable corporate value.
V. The Impact of External Environment, Regulatory Framework, and Macroeconomic Conditions
1. Ongoing global economic volatility and geopolitical tensions, together with fluctuating tariff policies and rising trade protectionism, impose dual pressures on operating costs and market access. Continuous monitoring and disciplined risk management remain essential.
2. Rapid advancements in AI technologies—particularly generative AI and high-efficiency inference—are accelerating digitalization and automation across industries, providing viable solutions to labor shortages and rising production costs.
3. The implementation of ESG principles has become a global priority, driving enterprises to adopt green manufacturing processes and accelerate transformation, while stimulating innovation in green technologies and consumer markets and creating new growth opportunities for application sectors.
(Note 1): The company mainly engages in system integration business, providing different hardware product combinations based on actual customer needs. Due to the large differences in the products required by customers, it is difficult to estimate sales volume.
Two. Corporate Governance Report
I. Information on the company's directors, general manager, vice general manager, assistant vice president, and supervisors of the company's divisions and branch units
(I) Directors
- Information on directors
Date: March 28, 2026
| Title | Nationality or place of registration | Name | Gender/Age | Date of election | Term of office | Date of first election | Shareholding at the time of election | Current shareholding | Current shareholding of spouse and minor children | Shareholding in the name of others | Principal work experience and academic qualifications | Position(s) held concurrently in the Company/in any other company | Other supervisors, directors or supervisors who are spouses, or second-degree relatives | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (shares) | Shareholdi- ratio (%) | Number of shares (shares) | Shareholdi- ratio (%) | Number of shares (shares) | Shareholdi- ratio (%) | Number of shares (shares) | Shareholdi- ratio (%) | Title | Name | Relationship | |||||||||
| Chairman | Republic of China | Acer Inc. | - | June 16, 2023 | 3 years | January 30, 2018 | 34,264,311 | 43.68 | 34,319,311 | 43.75 | 0 | 0 | 0 | 0 | - | - | None | None | None |
| Republic of China | Victor Chien (legal representative) | Male 51-60 years old | June 16, 2023 | 3 years | January 30, 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 665,000 | 0.85 | Assistant Vice President, Zenitron Corporation | ||||
| Deal Bachelor in Control Engineering and Management Science, National Chiao Tung University | (Note 1) | None | None | ||||||||||||||||
| Director | Republic of China | Acer Inc. | - | June 16, 2023 | 3 years | January 30, 2018 | 34,264,311 | 43.68 | 34,319,311 | 43.75 | 0 | 0 | 0 | 0 | - | - | None | None | None |
| Republic of China | Jason Chen (legal representative) | Male Over 60 years old | June 16, 2023 | 3 years | January 30, 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,522,000 | 1.94 | Senior Vice General Manager, Global Marketing Business, TSMC | ||||
| MBA, University of Missouri | (Note 1) | None | None | ||||||||||||||||
| Director | Republic of China | Acer Inc. | - | June 16, 2023 | 3 years | January 30, 2018 | 34,264,311 | 43.68 | 34,319,311 | 43.75 | 0 | 0 | 0 | 0 | - | - | None | None | None |
| Republic of China | Maverick Shih (legal representative) | Male 51-60 years old | June 16, 2023 | 3 years | January 30, 2018 | 0 | 0 | 647,027 | 0.82 | 0 | 0 | 0 | 0 | 0 | General Manager, Cloud Technology Business Group, Acer Inc. | ||||
| Ph.D. in Electrical Engineering, University of Southern California | (Note 1) | None | None |
5
| Title | Nationality or place of registration | Name | Gender/Age | Date of election | Term of office | Date of first election | Shareholding at the time of election | Current shareholding | Current shareholding of spouse and minor children | Shareholding in the name of others | Principal work experience and academic qualifications | Position(s) held concurrently in the Company/in any other company | Other supervisors, directors or supervisors who are spouses, or second-degree relatives | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (shares) | Institutional shareholder | Number of shares (shares) | Institutional shareholder | Number of shares (shares) | Institutional shareholder | Number of shares (shares) | Institutional shareholder | Title | Name | Relationship | |||||||||
| Independent Director | Republic of China | Andrew Chang | Male 51-60 years old | June 16, 2023 | 3 years | January 30, 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Richtek Technology Corporation Vice Chairman | ||||
| MediaTek Inc. | |||||||||||||||||||
| Senior Vice General Manager | |||||||||||||||||||
| Master's degree in Science in Electrical Engineering, Polytechnic University, New York | (Note 1) | None | None | None | |||||||||||||||
| Independent director | Republic of China | Steve Tso | Male Over 60 years old | June 16, 2023 | 3 years | January 30, 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | General Manager, WaferTech | ||||
| Senior Vice General Manager, TSMC Operating Organization | |||||||||||||||||||
| General Manager, CVD Department, Applied Materials | |||||||||||||||||||
| Ph.D. in Materials Science & Engineering, University of California, Berkeley | (Note 1) | None | None | None | |||||||||||||||
| Independent director | Republic of China | Grace Lung | Female Over 60 years old | June 16, 2023 | 3 years | June 10, 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | General Director, General Financial Information Division, Acer Global Financial Headquarters | ||||
| Department of Business Administration, National Chengchi University | (Note 1) | None | None | None | |||||||||||||||
| Independent director | Republic of China | TF Chen | Male Over 60 years old | June 16, 2023 | 3 years | June 16, 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | General Manager, Maersk Data HK | ||||
| Head of end-customer service in Great China, IBM (HK) | |||||||||||||||||||
| Department of Economics, Tunghai University, Taiwan | - | None | None | None |
(Note 1): The current positions of the Company and other companies are as follows :
(Note 1)
| Name or representative | Name of company and title |
|---|---|
| Victor Chien | 1. Acer Incorporated President |
| 2. AVerMedia Technologies, Inc. Independent Director | |
| 3. Posiflex Technology, Inc. Director | |
| 4. Apacer Technology Inc. Director | |
| 5. Aopen SmartVision Incorporated Chairman | |
| 6. EnKu Capital Inc. Chairman | |
| 7. Embedded City Taiwan Limited Director | |
| Jason Chen | 1. Acer Incorporated Chairman |
| 2. Acer America Corporation Director | |
| 3. Acer American Holdings Corp. Director | |
| 4. Acer Asia Pacific Sdn Bhd Director | |
| 5. Acer Cloud Technology Inc. Director | |
| 6. Acer Computer (Far East) Limited Director | |
| 7. Acer Europe SA Director | |
| 8. Acer European Holdings SA Director | |
| 9. Acer Holdings International, Incorporated Director | |
| 10. Acer Technology and Businesss Development PTE. Ltd. Director | |
| 11. Boardwalk Capital Holdings Limited Director | |
| 12. DropZone (Hong Kong) Limited Director | |
| 13. DropZone Holding Limited Director | |
| 14. Powerchip Semiconductor Manufacturing Corporation Independent Director | |
| 15. Mu-Jin Investment Co., Ltd. Chairman | |
| 16. Mu-Shi Investment Co., Ltd. Chairman | |
| 17. Beijing Altos Computing Ltd Director | |
| 18. Taipei Computer Association Chairman | |
| 19. Acer (Chongqing) Ltd. Director | |
| 20. Acer Cloud Technology ( Chongqing ) Ltd. Director | |
| 21. Acer Healthcare Inc. Director | |
| 22. Acer Being Communicateion Inc. Chairman | |
| 23. Acer ITS Inc. Chairman | |
| 24. Acer Being Signage Inc. Director | |
| 25. Acer Asset Management Incorporated Chairman | |
| 26. Acer BeingWare Holding Inc. Chairman | |
| 27. Acer Medical Inc. Director | |
| 28. Acer Cloud Technology (Taiwan) Inc. Director | |
| 29. Acer e-Enabling Service Business Inc. Chairman | |
| 30. Acer SoftCapital Incorporated Chairman | |
| 31. Acer Gaming Inc. Director | |
| 32. Acer Computer (Shanghai) Ltd. Director | |
| 33. Pecer BIO-Medical Tehnology Incorporated Director | |
| 34. Institute for Biotechnology and Medicine Industry Director | |
| 35. Acer Gadget Inc. Director | |
| 36. Weblink International Inc. Chairman | |
| 37. Protrade Applied Materials Corp. Director | |
| 38. FocalTech Systems Co., Ltd. Director | |
| 39. Embedded City Taiwan Limited Director | |
| 40. Acer Digital Service Co. Chairman | |
| 41. MPS Energy Inc. Director |
6
| Name or representative | Name of company and title |
|---|---|
| Maverick Shih | 1. ACER INC. Director |
| 2. Acer Cyber Security Incorporated Chairman | |
| 3. Acer Synergy Tech Corp. Chairman | |
| 4. Acer Synergy Manpower Corp. Director | |
| 5. Acer e-Enabling Data Center Incorporated Chairman | |
| 6. Acer Being Signage Inc. Chairman | |
| 7. Acer e-Enabling Service Business Inc. Director | |
| 8. Acer Cloud Technology (Taiwan) Inc. Chairman | |
| 9. Shanghai AST Technology Service Ltd. Director | |
| 10. SATORO Taiwan Inc. Chairman | |
| 11. MAVS LAB. INC. Chairman & CEO | |
| 12. Acer Being Communication Inc. Director | |
| 13. Acer ITS Inc. Director | |
| 14. Chongqing Xiantao Frontier Consumer Behavior Big Data Co., Ltd. Director | |
| 15. Allxon Inc. Director | |
| 16. Monte Jade Science and Technology Association Vice President | |
| 17. Acer Cloud Technology (US), Inc. Chairman | |
| 18. Acer Cloud Technology Inc. Chairman | |
| 19. Acer Synergy Tech America Corporation Director | |
| Andrew Chang | 1. AaltoSemi (Nanjing) Technology Co, Ltd. Chairman |
| 2. Andes Technology Corporation Director | |
| 3. MediaTek Foundation Director | |
| Steve Tso | 1. Winbond Electronics Corporation Independent Director |
| 2. Ye Siang Enterprise Co., Ltd. Director | |
| Grace Lung | 1. Dayun Precision Industry Co., Ltd. Independent Director |
| 2. Acer Cyber Security Inc. Independent Director | |
| 3. Xianglong Investment Co., Ltd. Chairman | |
| 4. Aserve Technology Corp. Chairman |
7
- Major shareholders of corporate shareholders
Date: March 31, 2026
| Corporate Shareholders | Major shareholders of corporate shareholders | Shareholding ratio |
|---|---|---|
| Acer Incorporated | Yuanta/P-shares Taiwan Dividend Plus ETF | 2.84% |
| Fuh Hwa Taiwan Technology Dividend Highlight ETF | 2.50% | |
| Hung Rouan Investment Corp. | 2.42% | |
| Taiwan Cooperative Bank | 1.77% | |
| United Taiwan High Dividend Recovery 30 ETF | 1.61% | |
| Acer SoftCapital Incorporated | 1.23% | |
| Stan Shih | 1.15% | |
| Rongxin Management Consulting Co., Ltd. | 0.75% | |
| Rongan Management Consultants Co., Ltd. | 0.75% | |
| Labor Pension Fund ( The New Fund ) | 0.73% |
Major shareholders of corporate shareholders:
March 31, 2026
| Major shareholders of corporate shareholders | Major shareholders of corporate shareholders | Shareholding ratio |
|---|---|---|
| Hung Rouan Investment Corp. | Shih Hsuen Huei | 18.64% |
| Shih Hsuen Lin | 15.41% | |
| Shih Hsuen Rouan | 15.41% | |
| Carolyn Yeh | 14.68% | |
| Shih Fang Cheng | 7.70% | |
| Yeh Ting Yu | 6.42% | |
| Shih Yi Jia | 4.86% | |
| Shih Yi Ching | 3.09% | |
| Shih Tan Ying | 3.09% | |
| Shih Yan Hsu | 3.09% | |
| Taiwan Cooperative Bank | Taiwan Cooperative Financial Holding Co.,Ltd. | 100% |
| Acer SoftCapital Incorporated | Acer Inc. | 100% |
| Rongxin Management Consulting Co., Ltd | Shih Hsuen Lin | 54.58% |
| Shih Fang Cheng | 22.71% | |
| Shih Yi Jia | 22.71% | |
| Rongan Management Consultants Co., Ltd. | Shih Hsuen Rouan | 43.57% |
| Yeh Ting Yu | 18.81% | |
| Yeh Jia Xuan | 18.81% | |
| Yeh Bing Xue | 18.81% |
- Information on professional qualifications and independence of directors:
| Criteria
Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
| --- | --- | --- | --- |
| Victor Chien (Representative of Acer Inc.) | Victor Chien has served as General Manager of Acer since May 2023 and has been in charge of the Digital Display Business since March 2016. He is currently responsible for the full lifecycle management of IT products, including the design and R&D of laptops, desktops, monitors, and related products.
Victor Chien previously worked at Zenitron as an Assistant Manager of Channel Management for semiconductor components; he also served as a Marketing Manager at HP; he joined Acer in 1993, starting at the entry-level position of Product Manager, where he gained experience over the course of five years, and later returned to Acer in 2003.
Victor Chien holds Dual Bachelor in Control Engineering and Management Science, National Chiao Tung University.
He specializes in business management and digital display and does not meet any of the matters stated in Article 30 of the Company Act. | Except for serving as a director of some Group companies, this person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company.
This person owns 0 (0%) shares of the Company; this person owns 665,000 (0.85%) shares of the Company in the name of others; this person’s spouse or second-degree relatives do not own the shares of the Company.
This person and this person’s spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 1 |
| Jason Chen (Representative of Acer Inc.) | Jason Chen joined Acer in 2014 and served as the global president and CEO until 2017. Jason Chen has served as Acer’s Chairman and CEO since 2017, leading the team in transforming the Company while proactively expanding the business.
Jason Chen worked at TSMC from 2005 to 2013, with his most senior position being Senior Vice General Manager of Global Marketing Business. From 1991 to 2005, Jason Chen worked for Intel Corporation Taiwan before relocating to the U.S. headquarters overseeing business and marketing and serving as Global Vice President, familiar with the global market | Except for serving as a director of some Group companies, this person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company.
This person owns 0 (0%) shares of the Company; this person owns 1,522,000 (1.94%) shares of the Company in the name of others; this person’s spouse or second-degree relatives do not own the shares of the Company.
This person and this person’s spouse or second-degree relatives do not serve as a director, supervisor, or employee at a | 1 |
9
| Criteria Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| environment. Prior to that, Jason Chen worked for IBM Taiwan from 1988 to 1991. He specializes in information technology and finance and does not meet any of the matters stated in Article 30 of the Company Act. | company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | ||
| Maverick Shih (Representative of Acer Inc.) | Maverick Shih is the chairman of Acer Cyber Security Inc. and Acer Synergy Tech Corp. Acer acquired iGware, a cloud service provider in 2011; Maverick Shih officially joined Acer and served as Special Assistant to the President and lay the foundations for the development of cloud services. Since 2014, the cloud service was transformed into Acer's own cloud business group with Maverick Shih serving as General Manager to help Acer with company transformation. Maverick Shih has a Ph.D. in electrical engineering. In the past, he worked in IC design, multimedia video/audio signal processing technology, image analysis, and tablet PC software design. He specializes in cloud services and IC design and does not meet any of the matters stated in Article 30 of the Company Act. | Except for serving as a director of some Group companies and his father (Stan Shih) serving as a director of some Group companies, this person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person owns 647,027 shares (0.82%) of the Company and neither his spouse nor second-degree relatives own shares in the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 |
| Criteria Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Andrew Chang | Andrew Chang once served as Senior Vice General Manager at MediaTek Inc. and has served as an independent director of AOpen since January 2018. Andrew Chang has a master's degree in Science in Electrical Engineering, Polytechnic University, New York. He specializes in IC design and information technology and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 |
| Steve Tso | Steve Tso once served as Senior Vice General Manager of TSMC and has served as an independent director of AOpen in January 2018. Steve Tso has a Ph.D. in Materials Science & Engineering, University of California, Berkeley. He specializes in semiconductor, information technology, and materials as well as risk management, and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 1 |
| Criteria Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Grace Lung | Grace Lung once served as Head of Grobal Finance Division at Acer, and retired in June 2017. She has served as an independent director of AOpen since June 2020. Grace Lung has a bachelor's degree from the Department of Business Administration, National Chengchi University. She specializes in corporate finance, investment and stock affairs and does not meet any of the matters stated in Article 30 of the Company Act. | Other than serving as an independent director of Acer Cyber Security Incorporated, this person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 2 |
| TF Chen | TF Chen once served as Head of end-customer service in Great China, IBM (HK), and has served as an independent director of AOpen since June 2023. TF Chen has a bachelor's degree from the Department of Economics, Tunghai University, Taiwan He specializes in information technology and financial professional fields, and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 |
- Diversity policy of board members
As one of the members of the Acer Group, we have always emphasized the importance of corporate governance and have formulated a diversity policy for board members in Chapter 3 “Strengthening of the Board of Directors Functions” in the “Code of Best-Practice of Corporate Governance.”
The Company’s Board of Directors shall be responsible to the shareholders’ meetings as well as the operations and arrangements of the corporate governance system. The Board of Directors shall exercise its duties in accordance with the provisions of the law and Articles of Incorporation or the resolutions adopted at the shareholders’ meeting.
The Company’s Board of Directors is structured based on the scale of the Company’s business development and the shareholdings of its major shareholders while taking into account the practical needs and shall consist of more than five appropriate members. The composition of the Board shall be based on gender equality and members shall possess the knowledge, skills, and qualities necessary to perform their duties.
To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:
(1) Ability to make operational judgments.
(2) Ability to perform accounting and financial analysis.
(3) Ability to conduct management administration.
(4) Ability to conduct crisis management.
(5) Knowledge of the industry.
(6) An international market perspective.
(7) Ability to lead.
(8) Ability to make policy decisions.
- Specific management objectives for diversity of Board members
Having a diverse Board helps it effectively perform its functions. The nomination and selection of the Company’s Board members are subject to the provisions in the Articles of Incorporation. The candidate nomination system is adopted to ensure the diversity and independence of the Board members. We have also selected directors with different expertise and skills to provide different perspectives and contributions to further strengthen the functions of the Board. The Company has achieved the specific management objectives of having more than half of independent directors and at least one female director, additionally, we expect to invite and nominate at least two female directors in the next board election, in order to bring diverse perspectives and contributions that will further strengthen the board’s effectiveness.
- Implementation Board member diversity
The current Board is composed of seven directors, including three directors and four independent directors, with extensive experience and expertise in finance, business, technology, information and management (see the table below). In addition, there is one female director on the current Board, accounting for 14% of the Board.
(1) Expertise in digital display, business management and other professional fields: Mr. Victor Chien
(2) Expertise in the operation and marketing of global brand products and services: Mr. Jason Chen
(3) Expertise in cloud services and IC design: Mr. Maverick Shih
(4) Expertise in IC design, information technology and other professional fields: Mr. Andrew Chang
(5) Expertise in semiconductor, information technology, materials and risk management: Mr. Steve Tso
(6) Expertise in corporate finance, investment and stock affairs: Ms. Grace Lung
(7) Expertise in information technology and financial professional fields: Mr. TF Chen
The Company's current Board of Directors' diversity policy and its implementation are set forth below:
| Basic information | Industry experience | Professional competence | ||||||
|---|---|---|---|---|---|---|---|---|
| Risk management | > | > | > | > | > | > | > | > |
| Accounting | > | V | ||||||
| Law | ||||||||
| Information | > | |||||||
| Semiconductor | > | > | ||||||
| Financial investment | > | > | ||||||
| Digital display | > | |||||||
| IC design | > | > | ||||||
| Cloud services | > | |||||||
| Mechanical engineering | ||||||||
| Operations management | > | > | > | > | > | > | > | > |
| Marketing | > | |||||||
| 4-9 years | > | > | ||||||
| Below 3 years | > | > | ||||||
| 70 and up | > | > | ||||||
| 60 - 69 | > | > | ||||||
| 50 - 59 | > | > | > | |||||
| Also an employee | ||||||||
| Type | Representative of Corporate Director | Representative of Corporate Director | Representative of Corporate Director | Independent director | Independent director | Independent director | Independent director | Independent director |
| Nationality | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China | Republic of China |
| Gender | Male | Male | Male | Male | Male | Female | Male | Male |
| Name | Victor Chien | Jason Chen | Maverick Shih | Andrew Chang | Steve Tso | Grace Lung | TF Chen |
V- Capable
- Independence of the Board of Directors:
The Company has seven directors and four of them are independent directors, accounting for 57.14% of the Board. As the number of independent directors account for more than 1/2 of the Board, it is able to perform its functions to oversee the operation of the Company and protect the interests of shareholders. The professional views of these independent directors are independent from management or other directors, demonstrating the independence of the Board.
Among the directors, aside from Victor Chien, Jason Chen, and Maverick Shih who have been appointed by Acer Inc., the remaining directors (including independent directors) are not related to each other as spouse or second-degree relative, and therefore they are not subject to violation of the provisions set out in paragraph 3, Article 26-3 of the Securities and Exchange Act.
As the Company has formed an Audit Committee to replace supervisors, the provisions in paragraph 4, Article 26-3 of the Securities and Exchange Act do not apply.
15
(II) Information on the company's, general manager, vice general manager, assistant vice president, and supervisors of the company's divisions and branch units
March 28, 2026
| Title | Nationality | Name | Gender | Date of election (appointment) | Shares held | Shares held by spouses and minor children | Shares held in the name of others | Principal work experience and academic qualifications | Current part-time position held at another company | Company officers who are spouses, or second-degree relatives | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title | Name | Relationship | |||||||
| President | Republic of China | Ken Wang | Male | August 4, 2021 | 0 | 0 | 0 | 0 | 200,000 | 0.25 | General Director, Digital Display Business Unit and Marketing Management Unit, Acer Inc. M.B.A., Drexel University | Note 1 | None | None | None |
| Assistant Vice President (Head of Finance and Accounting) | Republic of China | Edward Chen | Male | February 27, 2006 | 261,123 | 0.33 | 12,562 | 0.02 | 0 | 0 | Associate Director, KPMG Master's degree of Accounting, Soochow University | Note 1 | None | None | None |
| Head of Corporate Governance | Republic of China | Sophia Chen | Female | November 6, 2024 | 65,000 | 0.08 | 0 | 0 | 0 | 0 | CFO of ACER PAP Master's degree of Business Administrator, University of Pittsburgh, Pennsylvania | Note 1 | None | None | None |
(Note 1):Currently engaged in the other companies
Note 1
| Name or representative | Name of company and title |
|---|---|
| Ken Wang | AOpen SmartVision Incorporated Director AOPEN Computer B.V. Director AOPEN America Inc. Director AOPEN Japan Inc. President AOPEN Technology Inc. Director AOPEN International (ShangHai) Co., Ltd. Chairman AOPEN Information Products (Zhongshan) Inc. Executive Director Apex Material Technology Corporation (AMT) Director Paradiso Investment Co., Ltd. Chairman |
| Edward Chen | AOpen SmartVision Incorporated Director AOPEN Technology Inc. Director AOPEN International (ShangHai) Co., Ltd. Director AOPEN Japan Inc. Supervisor AOPEN Information Products (Zhongshan) Inc. Supervisor Great Connection Ltd. Director |
| Sophia Chen | Acer Incorporated AVP Sertec(Beijing)Ltd Chairman Enrich Investment Incorporated Chairman Acer Energy Pack Inc. Chairman Embedded City Limited Director Acer Fashion Inc. Director Acer Information (Zhong Shan) Co., Ltd. Director Acer SoftCapital Incorporated Director HYE Electric Power Co., Ltd. Director Acer Gadget Inc. Director Protrade Applied Materials Corp. Director Solmin Green Energy Corp. Director Shanghai AST Technology Service Ltd. Supervisor WELLIFE INC.Supervisor StarVR Corporation Supervisor Acer (Chongqing) Ltd. Supervisor Acer Cloud Technology (Chongqing) Ltd.Supervisor Acer Being Communication Inc. Supervisor Acer AI Cloud Inc. Supervisor Acer Asset Management IncorporatedSupervisor Acer BeingWare Holding Inc. Supervisor Acer Cloud Technology (Taiwan) Inc.Supervisor Acer Computer (Shanghai) Ltd. Supervisor Pecer BIO-Medical Technology Incorporated Supervisor Aspire Service & Development Inc. Supervisor Embedded City Taiwan Limited Supervisor Acer Digital Service Co. Supervisor Acer Property Development Inc.Supervisor MPS Energy Inc. Supervisor Acer Japan Corp. Supervisor Acer Computer (Singapore) Pte. Ltd. Director Acer Computer Australia Pty. LimitedDirector |
| Name or representative | Name of company and title |
|---|---|
| Acer Computer Co., Ltd. Director | |
| Acer Computer New Zealand limited Director | |
| Acer Global Merchandise Philippines Inc. Director | |
| Acer India Private Limited Director | |
| Acer Marketing Services LLC Director | |
| Acer Service Corporation Director | |
| Acer Vietnam Co., Ltd. Director | |
| PT Acer Indonesia Commissioner | |
| PT. Acer Manufacturing Indonesia Commissioner |
18
II. Remuneration paid in the most recent fiscal year to directors (including independent directors), officers, and vice general manager of the company
(1) Remuneration to directors
December 31, 2025; unit: NT$ thousand: thousand shares
| Title | Name | Remuneration to directors | Total sum of A, B, C and D and their proportion to net profit after tax (%) (Note 1) | Remuneration received as company part-time employee | Total sum of A, B, C, D, E, F and G, and their proportion to net profit after tax (%) (Note 1) | Remuneration received from investors other than subsidiaries or the Parent company | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Remuneration to Directors (C) | Expenses for Services Rendered (D) | Salaries, Bonuses and Special Allowances (E) | Pension (F) | All companies included in the financial report | The Company | |||||||||||||
| The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial report | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial report | All companies included in the financial report | |||||||
| Cash amount | Stock amount | Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||||||
| Corporate Director | Acer Inc. | 900 | 900 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 900; Ratio 0.29% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 900; Ratio 0.29% | Total amount 900; Ratio 0.29% |
| Chairman | Representative of Acer Inc.: Victor Chien | 0 | 0 | 0 | 0 | 0 | 0 | 30 | 30 | Total amount 30; Ratio 0.01% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 30; Ratio 0.01% | Total amount 30; Ratio 0.01% |
| Director | Representative of Acer Inc.: Jason Chen | 0 | 0 | 0 | 0 | 0 | 0 | 30 | 30 | Total amount 30; Ratio 0.01% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 30; Ratio 0.01% | Total amount 30; Ratio 0.01% |
| Director | Representative of Acer Inc.: Maverick Shih | 0 | 0 | 0 | 0 | 0 | 0 | 30 | 30 | Total amount 30; Ratio 0.01% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 30; Ratio 0.01% | Total amount 30; Ratio 0.01% |
| Independent director | Andrew Chang | 400 | 400 | 0 | 0 | 400 | 400 | 30 | 30 | Total amount 830; Ratio 0.26% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 830; Ratio 0.26% | Total Amount 830; Ratio 0.26% |
| Independent director | Steve Tso | 300 | 300 | 0 | 0 | 400 | 400 | 25 | 25 | Total amount 725; Ratio 0.23% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 725; Ratio 0.23% | Total amount 6725; Ratio 0.23% |
| Independent director | Grace Lung | 400 | 400 | 0 | 0 | 400 | 400 | 30 | 30 | Total Amount 830; Ratio 0.26% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total Amount 830; Ratio 0.26% | Total Amount 830; Ratio 0.26% |
| Independent director | TF Chen | 300 | 300 | 0 | 0 | 400 | 400 | 25 | 25 | Total amount 725; Ratio 0.23% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total amount 725; Ratio 0.23% | Total amount 725; Ratio 0.23% |
- Details of the policy, system, standards and structure of remuneration to independent directors, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested and other factors will be described separately.
- In the most recent fiscal year, remuneration received by directors (e.g. serving as a consultant for a non-employee): None.
Compensation table :
| Range of Remuneration | Name of Directors | |||
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The Company | All companies included in the financial report | The Company | The parent company and all its subsidiaries | |
| Under NT$1,000,000 元 | Acer Inc.、Victor Chien、Jason Chen、Maverick Shih、TF Chen、Andrew Chang、Steve Tso、Grace Lung | Acer Inc.、Victor Chien、Jason Chen、Maverick Shih、TF Chen、Andrew Chang、Steve Tso、Grace Lung | Acer Inc.、Victor Chien、Jason Chen、Maverick Shih、TF Chen、Andrew Chang、Steve Tso、Grace Lung | Acer Inc.、TF Chen、Andrew Chang、Steve Tso、Grace Lung |
| NT$1,000,000 ~ Under NT$2,000,000 | ||||
| NT$2,000,000 ~ Under NT$3,500,000 | ||||
| NT$3,500,000 ~ Under NT$5,000,000 | ||||
| NT$5,000,000 ~ Under NT$10,000,000 | Jason Chen | |||
| NT$10,000,000 ~ Under NT$15,000,000 | Maverick Shih | |||
| NT$15,000,000 ~ Under NT$30,000,000 | ||||
| NT$30,000,000 ~ Under NT$50,000,000 | Victor Chien | |||
| NT$50,000,000 ~ Under NT$100,000,000 | ||||
| NT$100,000,000 & Above | ||||
| Total | 8 | 8 | 8 | 8 |
(II) Remuneration to general manager and vice general manager :
December 31, 2025; unit: NT$ thousand
| Title | Name | Salary (A) | Pension (B) | Bonuses and special allowances (C) | Remuneration to employees (D) | Remuneration to employees (D) | Remuneration received from investees other than subsidiaries or parent company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial report | The Company | All companies included in the financial reports | |||||
| Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||
| President | Ken Wang | 5,961 | 5,961 | 216 | 216 | 1,001 | 1,001 | 2,540 | 0 | 0 | 0 | Total amount 9,718 Ratio 3.09% | Total amount 9,718 Ratio 3.10% | 0 |
| Assistant Vice President | Edward Chen |
Compensation table :
| Range of Remuneration | Name of President and Assistant Vice Presidents |
|---|---|
| The Company All companies included in the financial report | |
| Under NT$1,000,000 元 | |
| NT$1,000,000 ~ Under NT$2,000,000 | |
| NT$2,000,000 ~ Under NT$3,500,000 | Edward Chen |
| NT$3,500,000 ~ Under NT$5,000,000 | |
| NT$5,000,000 ~ Under NT$10,000,000 | Ken Wang |
| NT$10,000,000 ~ Under NT$15,000,000 | |
| NT$15,000,000 ~ Under NT$30,000,000 | |
| NT$30,000,000 ~ Under NT$50,000,000 | |
| NT$50,000,000 ~ Under NT$100,000,000 | |
| NT$100,000,000 & Above | |
| Total | 2 |
(III) Name of officer who received employee bonus and the distribution status:
| Managerial Officers | Job title | Name | Amount in Stock | Amount in Cash | Total | As a % of Net Profit | |
|---|---|---|---|---|---|---|---|
| The company | All companies included in the financial report | ||||||
| President | Ken Wang | 0 | 2,540 | 2,540 | 0.81% | 0.81% | |
| Assistant Vice President | Edward Chen | ||||||
| Head of Corporate Governance | Sophia Chen |
(IV) Describe total remuneration, as a percentage of net profit after tax stated in the parent company only financial reports and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers:
- Describe remuneration, as a percentage of net profit after tax during the past 2 fiscal years to directors, general managers, and assistant general managers:
| Year
Item | 2024 | | 2025 | |
| --- | --- | --- | --- | --- |
| | The Company | All companies included in the consolidated financial report | The Company | All companies included in the consolidated financial report |
| Director | 1.19% | 1.22% | 1.30% | 1.31% |
| President and Vice President | 3.01% | 3.08% | 3.09% | 3.10% |
- Director remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating results:
(1) Remuneration policies, standards, and packages
The Company's remuneration to directors is determined based on the Articles of Incorporation and the "Payment Principles for Remuneration to Directors" proposed by the Remuneration Committee approved by the Board of Directors. The remuneration is determined by taking into account the level of participation of the directors in the Company's operation and the value of their contribution, as well as the industry standard. After discussing with the Remuneration Committee, remuneration is resolved by the Board of Directors followed by submitting it to the shareholders' meeting for report. In addition to fixed remuneration and fees for performing duties (including transportation allowances), remuneration to directors is subject to the business results of the Company, the contribution of the directors to the Company's performance, and the payment standards of peers in the industry. Remuneration is distributed after approval by the Remuneration Committee.
In addition, it is specified in the Company’s “Payment Principles for Remuneration to Directors” that directors (including the chairman) who also serve as part-time employees receive only employee remuneration. Aside from receiving fees for performing duties, these directors (including the chairman) may not receive other director remuneration in order to avoid the difficulties in distinguishing and determining the performance and contribution of those serving as both directors and employees at the same time, preventing duplication of remuneration payment.
(2) Procedures for determining remuneration
According to the provisions in Article 17 of the Company’s Articles of Incorporation, no more than 8% of the profit for the year, if any, shall be appropriated as remuneration to the directors. The means for distribution shall be submitted to the Board of Directors by the Remuneration Committee for resolution and reported to the shareholders’ meeting. According to the “Payment Standard for Remuneration to the 11th Board of Directors and Functional Committees” reviewed by the Remuneration Committee and approved by the Board of Directors on November 1, 2023, the payment principle of this year’s remuneration to directors is as follows: (1) remuneration is delegated to the Board of Directors to be paid to the general directors based on the level of participation in and distribution to the Company’s operation the usual standard of peers; (2) as all the independent directors are part of the Audit Committee, the Remuneration Committee, and the Investment Review Committee, making them assume more responsibilities compared to the general (non-independent) directors, their remuneration is subject to their respective committee charter and their participation in committee affairs and meetings. Given this, the fixed remuneration to these directors is higher than those general directors who are part of a committee.
(3) Link between performance evaluation and remuneration
The procedure of the evaluation for determining remuneration is based on the Company’s “Rules for Performance Evaluation of Board of Directors” (including the performance evaluation of each committee). Remuneration to the Company’s directors determined by taking into consideration the participation of the director in the Company’s operation and performance evaluation results (e.g. their dedication to the Company’s affairs, meeting attendance rate and continuous education). The results of the overall evaluation of the Board of Directors are reported to the Board meeting in the first quarter of the following year. At the same Board meeting, remuneration to directors for that year is further discussed and resolved. In addition, according to the Remuneration Committee Charter of the Company, the responsibilities of the Remuneration Committee include regular review and evaluation of the performance of the directors and officers as well as the policy, system, standards and structure of remuneration.
(4) Linkage to performance evaluation and future risk exposure.
Not only is remuneration paid to directors subject to past operating results, the payment standard, structure and system of remuneration are also flexibly adjusted according to future risk factors. In addition, the Company’s Remuneration Committee is dedicated to fulfilling its responsibilities, with its remuneration regularly reviewed and evaluated. The proposals made by the directors are submitted to the Board of Directors in order to strike a balance between the Company’s sustainability and risk control.
24
- Officer remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating results:
(1) Remuneration policies, standards, and packages
The Company’s remuneration paid to the officers is divided into three categories: salaries, bonuses, and special allowances, plus employee remuneration. The salary is defined as remuneration as set out in the Company Act, and is determined based on job responsibilities, general environment and market standards, and which reflects to their work performance. The bonus and special allowance are primarily transportation allowances, subject to either a transportation allowance of a certain amount or an allowance to purchase a car. Remuneration to employees is subject to the Company’s Articles of Incorporation and approval by the Remuneration Committee and Board of Directors and is reported to the annual general meeting of shareholders.
(2) Procedures for determining remuneration
According to the provisions in Article 17 of the Company’s Articles of Incorporation, not less than 2% of the profit for the year, if any, shall be appropriated as remuneration to the employees. The actual rate and amount of remuneration to employees are determined by the Board of Directors and reported to the shareholders’ meeting. The frequency, dates and requirements of remuneration paid to employees are handled in accordance with the arrangements and procedures proposed at the Remuneration Committee meeting/meeting of the Board of Directors.
(3) Link between performance evaluation and remuneration
Remuneration to employees is handled in accordance with the company bonus plan, covering achievements of the Company’s operational objectives as well as the personal targets for the year. The Company’s objectives include financial (e.g. achievement rate of company revenue and net profit) and non-financial indicators (e.g. professional development and the level of participation in subsidiary operations), personal targets for the year (risk management and annual operations management capabilities), and corporate social responsibility indicators (e.g. planning of corporate social responsibility activities and level of participation in them). According to the results of the above considerations, the actual ratio and amount of remuneration distributed to the employees are resolved by the Remuneration Committee and the Board of Directors in the first quarter of the following year. The ratio and amount of remuneration is highly linked to the Company’s operating results.
(4) Linkage to performance evaluation and future risk exposure.
The remuneration to the officers of the Company is paid not only with reference to the industry standards and the Company’s past operating results, the payment standard, structure and system are also appropriately adjusted depending on the actual operating conditions as well as changes in the applicable laws. At AOpen, we do not allow the officers to be involved in an activity that may put the Company in jeopardy in the pursuit of remuneration. In addition, the Company’s Remuneration Committee also regularly evaluate the remuneration to officers. The proposals made by the officers are submitted to the Board of Directors in order to strike a balance between the Company’s sustainability and risk control.
III. State of operation of corporate governance
(I) State of operation of the Board of Directors
In 2025, the Board of Directors had Six meetings. The attendance of the directors is as follows:
| Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remark |
|---|---|---|---|---|---|
| Chairman | Acer Inc. | ||||
| Representative: Victor Chien | 6 | 0 | 100 | ||
| Director | Acer Inc. | ||||
| Representative: Jason Chen | 6 | 0 | 100 | ||
| Director | Acer Inc. | ||||
| Representative: Maverick Shih | 6 | 0 | 100 | ||
| Independent director | Grace Lung | 6 | 0 | 100 | |
| Independent director | Andrew Chang | 6 | 0 | 100 | |
| Independent director | Steve Tso | 5 | 1 | 83 | |
| Independent director | TF Chen | 5 | 1 | 83 |
Other information required:
I. For Board of Directors meetings that meet any of the following descriptions, state the date, session, the discussed agenda, independent directors' opinions and how the company responded to such opinions:
(I) Matters listed in Article 14-3 of the Securities and Exchange Act.: The Company has established an Audit Committee in accordance with the Securities and Exchange Act, and therefore the provisions of Article 14-3 of the Securities and Exchange Act are not applicable to the Company. For a description of the matters set forth in Article 14-5 of the Securities and Exchange Act, please refer to the operation of the Audit Committee in this Annual Report.
(II) Except for the preceding matters, any matter resolved by the Board of Directors with an independent director expressing an objection or reservation that has been included in records or stated in writing: None
II. Recusal of the directors from motions involving their interests:
| Name of meeting | Date | Name of director | Content of motion | Reason for recusal and voting |
|---|---|---|---|---|
| March 12, 2025 | ||||
| 2nd meeting of the Board of Directors in 2025 | March 12, 2025 | Grace Lung, Andrew Chang, Steve Tso, TF Chen | The budget for employees' and directors' remuneration for the year 2024 | Regarding the part of directors' remuneration: Independent directors Grace Lung, Andrew Chang、Steve Tso and TF Chen explained and avoided in accordance with Article 206 of the Company Law, and were unanimously approved by the Chairman after consulting with the other attending directors without any objection. |
| Dec. 24, 2025 | ||||
| 6th meeting of the Board of Directors in 2025 | December 24, 20025 | Jason Chen | Disposal of BLUECHIP INFOTECH PTY LTD’ Shares | Director Jason Chen also serves as Chairman of Weblink International, who explained and avoided in accordance with Article 206 of the Company Law, and were unanimously approved by the Chairman after consulting with the other attending directors without any objection. |
III. Evaluation cycle, evaluation period, evaluation scope, evaluation method and evaluation content of the Board’s self (or peer) evaluation:
| Evaluation cycle | Evaluation period | Evaluation scope | Evaluation method | Evaluation content |
|---|---|---|---|---|
| Performed once a year and is completed by the end of the first quarter of the following year | Performance of the Board of Directors from January 1 to December 31, 2025 was evaluated | Performance evaluation of the Board of Directors, performance evaluation of individual Board members and performance evaluation of the functional committees; functional committees include the Audit Committee and the Remuneration Committee | Internal self-evaluation of the Board, self-evaluation of the Board members | Performance evaluation of the Board of Directors: |
| 1. Participation in the operation of the Company. | ||||
| 2. Quality of the Board of Directors’ decision making. | ||||
| 3. Composition and structure of the Board of Director. | ||||
| 4. Election and continuing education of the directors. | ||||
| 5. Internal control. |
Performance evaluation of individual Board members:
1. Grasping of the Company's objectives and tasks.
2. Awareness of the duties of the directors.
3. Participation in the operation of the Company.
4. Internal relationship management and communication.
5. Professionalism and continuing education of the directors.
6. Internal control.
Performance evaluation of the functional committee:
1. Participation in the operation of the Company.
2. Awareness of the duties of the functional committee.
3. Improvement of quality of decisions made by the functional committee.
4. Composition and structure of the functional committee.
5. Internal control. |
26
| Results of the 2025 performance evaluation of the Board of Directors: | |||
|---|---|---|---|
| No. | Evaluation scope | Evaluation content | Evaluation result |
| 1 | Board of all directors | A. Participation in the operation of the Company.B. Quality of the Board of Directors' decision makingC. Composition and structure of the Board of DirectorD. Election and continuing education of the directorsE. Internal control | Excellent (5 points)Excellent (4.9 points)Excellent (5 points)Excellent (5 points)Excellent (4.9 points) |
| 2 | Individual Board members | A. Grasping of the Company's objectives and tasks.B. Awareness of the duties of the directors.C. Participation in the operation of the Company.D. Internal relationship management and communication.E. Professionalism and continuing education of the directors.F. Internal control | Excellent (4.9 points)Excellent (5 points)Excellent (5 points)Excellent (5 points)Excellent (5 points) |
| 3 | The functional committee(Audit Committee) | A. Participation in the operation of the CompanyB. Awareness of the duties of the audit committeeC. Improvement of quality of decisions made by the audit committeeD. Composition and structure of the audit committeeE. Internal control | Excellent (4.9 points)Excellent (5 points)Excellent (5 points)Excellent (5 points)Excellent (4.9 points) |
| 4 | The functional committee(Remuneration Committee) | A. Participation in the operation of the CompanyB. Awareness of the duties of the remuneration committeeC. Improvement of quality of decisions made by the remuneration committeeD. Composition and structure of the remuneration committeeE. Internal control | Excellent (4.9 points)Excellent (5 points)Excellent (4.9 points)Excellent (5 points)Excellent (5 points) |
| IV. Targets (e.g. establishment of an audit committee and improvement of information transparency) for strengthening of the functions of the board in the most recent fiscal year, and measures taken toward achievement thereof:The Company has established functional committees under the Board of Directors. Through division of work and cooperation, each committee is committed to strengthening the functions of the Board of Directors in order to implement corporate governance.i. To improve the remuneration system for directors and officers, the Company established a Remuneration Committee composed of three independent directors on October 27, 2011 by approval of the Board of Directors in accordance with the Securities and Exchange Act and relevant laws and regulations promulgated by the competent authorities.ii. To implement the spirit of corporate governance, after the election of the directors took place on June 10, 2011, the Company officially adopted the Audit Committee system. According to the Securities and Exchange Act and the Company Act, the Audit Committee is composed of all independent directors.iii. For the purpose of improving and strengthening the Company's Risk Management functions, advancing its sustainable development goals, and enhancing sustainable governance, the Board of Directors approved the establishment of the Risk Management and Sustainable Development Committee on November 5, 2025. The Committee consists of all independent directors and executive officers, and the terms of the committee members shall coincide with the term of the Board of Directors that appointed them. |
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(II) State of the Audit Committee
The Audit Committee is responsible for establishing duties for the supervision of the Board of Directors and strengthening the management mechanism of the Board of Directors, as well as assisting the Board of Directors in improving corporate governance performance. The focus of duties covers assisting the Board of Directors in fulfilling its role in overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting processes and financial controls.
Responsibilities of the Audit Committee:
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring, discharge, or compensation of a CPA.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Financial report.
- Other material matters as may be required by the Company or by the competent authority.
Under the laws of Taiwan, the Audit Committee shall be composed of all independent directors. The Company’s Audit Committee meets the requirements of the above laws.
In accordance with its charter, the Audit Committee is authorized to conduct any appropriate audits and investigations in order to fulfill its duties. There are direct contact channels in place between the Audit Committee and the Company’s internal auditors, CPAs, and all employees. The Audit Committee also has the authority to hire and supervise attorneys, accountants or other consultants for it to perform duties.
The Audit Committee meets at least once every quarter. For the Audit Committee meetings convened and the attendance of each member, please see the Company’s annual reports.
In 2025, the Audit Committee had six meetings. The attendance of the independent directors is as follows:
| Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remark |
|---|---|---|---|---|---|
| Independent director | Grace Lung | 6 | 0 | 100 | Convener |
| Independent director | Andrew Chang | 6 | 0 | 100 | |
| Independent director | Steve Tso | 5 | 1 | 83 | |
| Independent director | TF Chen | 5 | 1 | 83 |
The professional qualifications and experience of Audit Committee members:
| Criteria Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Andrew Chang | Andrew Chang once served as Senior Vice General Manager at MediaTek Inc. and has served as an independent director of AOpen since January 2018. | ||
| Andrew Chang has a master’s degree in Science in Electrical Engineering, Polytechnic University, New York | |||
| He specializes in IC design and information technology and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. | ||
| This person and his spouse or second-degree relatives do not own the shares of the Company. | |||
| This person and this person’s spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 | ||
| Steve Tso | Steve Tso once served as Senior Vice General Manager of TSMC and has served as an independent director of AOpen in January 2018. | ||
| Steve Tso has a Ph.D. in Materials Science & Engineering, University of California, Berkeley | |||
| He specializes in semiconductor, information technology, and materials as well as risk management, and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. | ||
| This person and his spouse or second-degree relatives do not own the shares of the Company. | |||
| This person and this person’s spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with new which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 1 |
| Criteria Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Grace Lung | Grace Lung once served as General Director, General Financial Information Division of Acer, and has served as an independent director of AOpen since June 2020. Grace Lung has a bachelor's degree in Department of Business Administration, National Chengchi University. She specializes in corporate finance, investment and stock affairs and does not meet any of the matters stated in Article 30 of the Company Act. | Other than serving as an independent director of Acer Cyber Security Incorporated, this person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 2 |
| TF Chen | TF Chen once served as Head of end-customer service in Great China, IBM (HK), and has served as an independent director of AOpen since June 2023. TF Chen has a bachelor's degree from the Department of Economics, Tunghai University, Taiwan He specializes in information technology and financial professional fields, and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 |
Other information required:
I. For Audit Committee meetings that meet any of the following descriptions, state the date and session of the Audit Committee meeting held, the discussed topics, the Audit Committee’s resolution, and how the company responded to Audit Committee opinions.
(I) Matters listed in Article 14-5 of the Securities and Exchange Act.
(II) Except for the preceding matters, any matter that has not been passed by the Audit Committee, but has been adopted with the approval of two-thirds or more of all board directors.
| Audit Committee Date and session | Motion discussed and subsequent handling | Matters listed in Article 14-5 of the Securities and Exchange Act | Any matter that has not been passed by the Audit Committee, but has been adopted with the approval of two-thirds or more of all board directors |
|---|---|---|---|
| January 15, 2025 | |||
| 1st Audit Committee meeting in 2025 | 1. Agree with Endorsement Guarantees for Subsidiaries | V | None |
| 2. Agree with Loans to Subsidiaries | V | None | |
| Resolution by the Audit Committee: Approved by all members of the Audit Committee | |||
| How the company responded to Audit Committee’s opinions: All directors present unanimously approved the motions and opinions submitted by the Audit Committee to the meeting of the Board of Directors. | |||
| March 12, 2025 | |||
| 2nd Audit Committee meeting in 2025 | 1. Agree with The Financial Statements and Business Report for the Year 2024 | V | None |
| 2. Agree with The Statement of Internal Control for the Year 2024 | V | None | |
| 3. Agree with The Statement of Profit Distribution for the Year 2024 | None | ||
| 4. Agree with to revise the Company’s internal control cycle and internal regulations | V | ||
| 5. Agree with The appointment of the Company’s CPAs for the 2025 financial statements and the evaluation of the independence of the CPAs to be approved | V | None | |
| 6. Agree with the Funds loaned to other parties by the Company and global subsidiaries | V | None | |
| Resolution by the Audit Committee: Approved by all members of the Audit Committee | |||
| How the company responded to Audit Committee’s opinions: All directors present unanimously approved the motions and opinions submitted by the Audit Committee to the meeting of the Board of Directors. | |||
| May 7, 2025 | |||
| 3rd Audit Committee meeting in 2025 | 1. Agree with the consolidated quarterly Financial Report for the first quarter of 2025 reviewed by CPAs | None | |
| 2. Agree with the amendments of the Company’s internal regulations | V | None | |
| 3. Agree with the Funds loaned to other parties by the Company and global subsidiaries | V | None | |
| Resolution by the Audit Committee: Approved by all members of the Audit Committee | |||
| How the company responded to Audit Committee’s opinions: All directors present unanimously approved the motions and opinions submitted by the Audit Committee to the meeting of the Board of Directors. | |||
| August 6, 2025 | |||
| 4th Audit Committee meeting in 2025 | 1. Agree with the consolidated quarterly Financial Report for the second quarter of 2025 reviewed by CPAs | None | |
| 2. Agree with the amendments of the company’s internal regulations | V | None | |
| 3. Agree with the Funds loaned to other parties by the Company and global subsidiaries | V | None | |
| Resolution by the Audit Committee: Approved by all members of the Audit Committee | |||
| How the company responded to Audit Committee’s opinions: All directors present unanimously approved the motions and opinions submitted by the Audit Committee to the meeting of the Board of Directors. | |||
| November 5, 2025 | |||
| 5th Audit Committee meeting in 2025 | 1. Agree with the consolidated quarterly Financial Report for the third quarter of 2025 reviewed by CPAs | None | |
| 2. Agree with the Company’s audit plan for the Year 2026 | None | ||
| 3. Agree with the amendments of the company’s internal regulations | V | None | |
| 4. Agree with the Funds loaned to other parties by the Company and global subsidiaries | V | None | |
| Resolution by the Audit Committee: Approved by all members of the Audit Committee | |||
| How the company responded to Audit Committee’s opinions: All directors present unanimously approved the motions and opinions submitted by the Audit Committee to the meeting of the Board of Directors. |
31
| Audit Committee Date and session | Motion discussed and subsequent handling | Matters listed in Article 14-5 of the Securities and Exchange Act | Any matter that has not been passed by the Audit Committee, but has been adopted with the approval of two-thirds or more of all board directors | |
|---|---|---|---|---|
| December 24, 2025 6th Audit Committee meeting in 2025 | 1. Agree with disposal of BLUECHIP INFOTECH PTY LTD’ Shares | V | None | |
| Resolution by the Audit Committee: Approved by all members of the Audit Committee | ||||
| How the company responded to Audit Committee’s opinions: All directors present unanimously approved the motions and opinions submitted by the Audit Committee to the meeting of the Board of Directors. |
II. Recusal of the independent directors from motions involving their own interest, specify the names of the independent directors, the content of the motions, the reason for recusal, and the participation in voting: None.
III. State of communication between independent directors, chief internal auditor and accountants (such as materials matters, methods and results of communications on the Company's finances and business status):
-
The Company's Head of Internal Audit regularly presents internal audit reports at the quarterly Audit Committee meetings and communicates the findings of these reports and their follow-up status directly to the independent directors; however, in the event of exceptional circumstances, the Head of Internal Audit will also report immediately to the members of the Audit Committee. There were no special circumstances in 2025.
-
The Audit Committee maintains a sound communication with the internal audit officer, with the main communication summarized as follows:
| Date of meeting | Communication focus | Communication results |
|---|---|---|
| March 12, 2025 2nd Audit Committee meeting in 2025 | • Internal audit operations and whistleblowing and grievances in 2024 • 2024 “Statement of Internal Control System” | The independent directors further questioned the contents and details of the report. The independent directors had no further comments following the answers and explanations given by the internal audit officer. |
| May 7, 2025 3rd Audit Committee meeting in 2025 | • Internal audit operations and whistleblowing and grievances for Q1 2025 • The “Internal Control System of Shareholder Services Unit” of the internal control system | The independent directors further questioned the contents and details of the report. The independent directors had no further comments following the answers and explanations given by the internal audit officer. |
| August 6, 2025 4th Audit Committee meeting in 2025 | • Internal audit operations and whistleblowing and grievances for Q2 2025 | The independent directors further questioned the contents and details of the report. The independent directors had no further comments following the answers and explanations given by the internal audit officer. |
| November 5, 2025 5th Audit Committee meeting in 2025 | • Internal audit operations and whistleblowing and grievances for Q3 2025 • “Annual Audit Plan” for 2026 | The independent directors further questioned the contents and details of the report. The independent directors had no further comments following the answers and explanations given by the internal audit officer. |
- The Company's CPAs regularly report directly the results of the quarterly report reviewed or audited at the quarterly Audit Committee meetings and other communication matters as required by applicable laws and regulations. Where there are special circumstances, the CPAs also report immediately to the Audit Committee. There were no special circumstances in 2025.
- The Audit Committee maintains a sound communication with the CPAs, with the main communication summarized as follows:
| Date of meeting | Communication focus | Communication results |
|---|---|---|
| March 12, 2025 | ||
| 2nd Audit Committee meeting in 2025 | • Audit results of the 2024 financial report | |
| • Report on the update of applicable laws | The independent directors further questioned the contents and details of the report. The independent directors had no further comments following the answers and explanations given by the CPAs. | |
| August 6, 2025 | ||
| 4th Audit Committee meeting in 2025 | • Review results of the quarterly report for Q2 2025 | |
| • Report on the update of applicable laws | The independent directors further questioned the contents and details of the report. The independent directors had no further comments following the answers and explanations given by the CPAs. |
33
(III) State of corporate governance operations and any difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference
| Evaluation Item | State of implementation | Difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | |||
|---|---|---|---|---|---|
| Yes | No | Summary and explanation | |||
| I. | Has the company formulated and disclosed its corporate governance best-practice principles in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? | V | To build a sound corporate governance system, the Company has formulated its “Code of Best-Practice of Corporate Governance.” | No difference | |
| II. | Equity structure and shareholders’ equity | ||||
| (I) | Has the company formulated internal procedures regulated to handle shareholders’ proposals, doubts, disputes, and litigation matters and have the procedures been implemented accordingly? | V | The Company has established a system to handle shareholder doubts, disputes and litigations. The Shareholder Service Office, Finance Department and Legal Department are responsible for handling related matters in accordance with the procedures disclosed above. | No difference | |
| (II) | Does the company possess a list of the company’s major shareholders and a list of the ultimate controllers of its major shareholders? | V | The Company possesses a list of its major shareholders and a list of the ultimate controllers of its major shareholders | No difference | |
| (III) | Has the company established and implemented the risk control and firewall mechanisms between the affiliates? | V | At AOpen, we have formulated internal measures such as the Procedures for Supervision of Subsidiaries, Procedures for Endorsements and Guarantees, Procedures for Loaning of Funds to Others, Regulations Governing Related Party Transactions and Procedures for the Acquisition and Disposal of Assets. We have also established and implemented appropriate risk controls and firewall mechanisms. | No difference | |
| (IV) | Has the company set up internal regulations to prohibit internal personnel from utilizing the undisclosed information to trade securities? | V | To prevent insider trading, the Company has formulated procedures that prohibit insiders from trading marketable securities using undisclosed information in the market. In addition, the Company also prohibits directors and managers from trading in the Company's shares or other marketable securities of an equity nature during the periods of 30 days prior to the announcement of the annual financial statements and 15 days prior to the announcement of the quarterly financial statements, and during the period in which the restrictions on insider trading are lifted as stipulated by laws and regulations. | No difference |
| Evaluation Item | State of implementation | Difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | |||
|---|---|---|---|---|---|
| Yes | No | Summary and explanation | |||
| III. | Composition and duties of the Board of Directors | ||||
| (I) | Has the board formulated a diversity policy and specific management objectives, and have they been implemented? | V | A diversity policy of the composition of the Board has been formulated in the “Code of Best-Practice of Corporate Governance.” As well as this, a new female director was added to the Board in the election of directors at the shareholders’ meeting in 2020. By doing so, we have implemented the diversity policy in terms of the diversity of the composition of the Board. The Company intends to invite and nominate at least two female directors in the next board election to bring diverse perspectives and contributions, thereby further strengthening the Board’s capabilities. | No difference | |
| (II) | Apart from the remuneration committee and audit committee, has the company voluntarily established other functional committees? | V | The Company has formed a Remuneration Committee and Audit Committee, in addition, to improve and strengthen the Company’s risk management functions, achieve its sustainability goals, and enhance sustainability governance, the Board of Directors approved the establishment of the Risk Management and Sustainability Committee on November 5, 2025 | This will be carried out depending on the future needs or regulations. | |
| (III) | Has the company established rules for performance evaluation of the board of directors and the evaluation methods, and does the company conduct a performance evaluation each year? | V | We have formulated the “Rules for Performance Evaluation of Board of Directors” as well as the evaluation methods on November, 2019 and have conducted a regular performance evaluation since 2020. The results are reported to the Board of Directors after an evaluation is conducted. The results will be used as reference for remuneration and nomination of reappointment of individual directors. The results of the 2025 assessment were submitted to the Board of Directors on March 11, 2026. | No difference | |
| (IV) | Does the company regularly assess the independence of its CPAs? | V | 1. One of the main responsibilities of the Company’s Audit Committee is to evaluate the qualification and independence of the accountants. The independence of the CPAs is regularly evaluated each year by the Committee and the results are reported to the Board of Directors for approval. | No difference |
| Evaluation Item | State of implementation | Difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| The latest assessment was passed by the Audit Committee resolution on March 11, 2026, it was submitted to the Board of Directors resolution on March 11, 2026 for approval. | ||||
| 2. The Audit Committee conducts a comprehensive evaluation according to the Statement of Independence issued by the accountants. The crucial items of the evaluation are as follows: | ||||
| (1) Whether the Company’s management respects the objective and challenging audit process proposed by the CPAs. | ||||
| (2) Whether it is likely for the non-audit services provided by the CPAs to impair the independence of the audit. | ||||
| (3) Whether the CPA firm has established important norms of independence requiring the firm, its personnel, and other personnel subject to independence regulations to maintain independence in accordance with the CPA professional and ethical guidelines; and prohibit anyone from engaging in insider trading, misuse of inside information or any conduct that may cause misrepresentation in the securities or capital markets. | ||||
| (4) Whether the leading accountants and accompanying accountants who have reached the prescribed time limit rotated their roles. | ||||
| (5) Obtaining 13 Audit Quality Indicators (AQIs) information provided by KPMG, and evaluate the audit quality of accounting firms and inspection teams in accordance with the "Audit Committee Interpretation of Audit Quality Indicators (AQI) Guidelines" issued by the competent authority. The result is as follows: | ||||
| • The independence between certified CPAs and the company complies with the |
36
| Evaluation Item | State of implementation | Difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| Accountants Law of the Republic of China, Code of Professional Ethics for Accountants, US SEC and PCAOB and other relevant regulations. • Certified CPAs appointed by the company have been rotated regularly within the specified period. • In view of the indicators that the AQI of the certified KPMG is quite different from that of the industry, the audit committee has obtained an explanation of the reasons for the difference between the accounting firm before March 11, 2026. If it needs to be improved and strengthened, it will also confirm the direction and schedule; The committee will continue to track improvements at next year's annual meeting. | ||||
| IV. Has the company designated an appropriate number of personnel that specialize in corporate governance affairs (including but not limited to providing directors/supervisors with the information needed and assist directors and supervisors in complying with the laws and regulations to perform their duties, convention of board meetings and shareholders' meetings, preparation of board meeting and shareholders' meeting minutes)? | V | The Company's Corporate Governance Team is made up of personnel from the finance, HR, and legal units. On November 2, 2022; On November 6, 2014, Ms. Sophia Chen Chief Accountant and Global Business Analysis Officer of Acer Corporation, was appointed as Chief Governance Officer of the Company. The responsibilities of the Chief Governance Officer include registering changes, assist the directors in complying with the law, and producing minutes of shareholders' meetings and Board meeting, as well as providing the information necessary for directors to carry out their duties and investor relations-related matters. | No difference | |
| V. Has the company established channels for communication with the stakeholders (including but not limited to shareholders, employees, clients and suppliers), and set up a section for stakeholders on the official website of the Company with a proper response to the concerns of the stakeholders on issues related to corporate social responsibility? | V | The Company has built appropriate communication channels with stakeholders including upstream and downstream vendors, banks, employees and investors. There is also a section dedicated to stakeholders on the Company's website. | No difference |
| Evaluation Item | State of implementation | Difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| VI. Does the company engage a professional stock transfer agency to handle affairs related to shareholders’ meetings? | V | With expertise of not less than a professional stock agent, the Company’s Shareholder Service Office is responsible for handling matters associated with shareholders’ meeting pursuant to the Regulations Governing the Administration of Shareholder Services of Public Companies. | The Company’s Shareholder Service Office is responsible for handling matters of the shareholders’ meeting. | |
| VII. Information disclosure | ||||
| (I) Does the company have a website set up where its financial business, and corporate governance information is disclosed? | V | The Company discloses its business and financial performances and corporate governance information on the company website. As well as this, explanations of the Company’s implementation of corporate governance are made at the shareholders’ meeting and other investors conferences. | No difference | |
| (II) Has the company adopted other information disclosure methods (e.g. establishing an English website, designating a responsible person for collecting and disclosing information of the Company, substantiating the spokesman system, and uploading the procedure of investors conference on its website)? | V | In addition to establishing a primary spokesperson and a deputy spokesperson, we have also designated a dedicated unit to collect company-related information and have it disclosed on the company website. (http://www.aopen.com) | No difference | |
| (III) Has the company published and reported its annual financial report within two months after the end of a fiscal year, and published and reported its financial reports for the first, second, and third quarters, as well as its operating status for each month before the specified deadline? | V | The Company’s annual financial reports for the first, second, and third quarters, as well as its operating status for each month are published and reported before the specific deadline set by the competent authorities. | There is only a slight difference in the timing of the punishment and reporting. The rest is of no difference with the Code of Best-Practice of Corporate Governance. | |
| VIII. Is there any important information (including but not limited to employee rights and benefits, employee care, investor relations, supplier relations, stakeholder rights, further education of the directors and supervisors, risk management policy and risk assessment implementation, client policy implementation, and the purchase of liability insurance for the | V | 1. The Company have disclosed information regarding our corporate governance on our website (http://www.aopen.com) | ||
| 2. With regard to employee rights and welfare, in accordance with the new pension system implemented in 2005, the Company has appointed dedicated staff to provide employees with information and assistance regarding | No difference. |
| Evaluation Item | State of implementation | Difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| company’s directors and supervisors) that is helpful in understanding the corporate governance operation of the company? | relevant regulations. In addition to handling employees’ labor and health insurance and pension contributions in accordance with the law, the Company also offers benefits such as employee training, periodic health consultations, health checkups, and group insurance. | |||
| 3. There are specific clauses in the Rules of Procedure for Board of Directors Meetings where directors shall recuse themselves from the discussion in and voting on motions in which they have an interest. | ||||
| 4. The directors and key officers of the Company are not spouses or first-degree relatives. | ||||
| 5. The Company has taken out liability insurance for the directors and key employees. | ||||
| 6. For the continuing education of the directors in the most recent fiscal year, please refer to “Appendix 1” as follows. | ||||
| IX. Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by TWSE Corporate Governance Center, and propose priorities for enhancement matters and measures for any issues that are to be improved. | ||||
| 1. The company has improved the following items: | ||||
| (1) In 2024, the Company added an English website to disclose relevant information including financial, business and corporate governance information. | ||||
| (2) The Company held a regular shareholders meeting before the end of May 2025. | ||||
| 2. For those who have not yet improved, please propose priority improvement items and measures: | ||||
| The Company will disclose its specific plans and implementation results regarding corporate sustainability (ESG) on its website, in its annual report, or in its sustainability report. |
39
[Appendix 1]
| Continuing education of the Company's directors in the most recent fiscal year: | |||||
|---|---|---|---|---|---|
| Title | Name | Date of education | Organizer | Course name | Number of hours of education |
| Director | Jason Chen | August 14, 2025 | Taiwan Corporate Governance Association | Corporate Governance and Securities Regulations | 3 hours |
| Analysis of the global economic situation after Trump's election | 3 hours | ||||
| September 16, 2025 | Securities and Futures Institute, (SFI) | The Development of AI and Cybersecurity Risks | 3 hours | ||
| Ethical Business Practices and Fraud Investigation (Including Gender Equality) | 3 hours | ||||
| Director | Maverick Shih | August 14, 2025 | Taiwan Corporate Governance Association | Corporate Governance and Securities Regulations | 3 hours |
| August 15, 2025 | Taiwan Corporate Governance Association | The Presentation and Disclosure Of IFRS18 in Financial Statements and the Path to Sustainable "Innovation"—Establishing a Differentiated Innovation Strategy in Response to Social Change | 3 hours | ||
| Director | Victor Chien | August 14, 2025 | Taiwan Corporate Governance Association | Corporate Governance and Securities Regulations | 3 hours |
| Analysis of the global economic situation after Trump's election | 3 hours | ||||
| August 15, 2025 | Taiwan Corporate Governance Association | Global Trends in Sustainability Regulations and Climate-Related Disclosure | 3 hours | ||
| The Presentation and Disclosure Of IFRS18 in Financial Statements and the Path to Sustainable "Innovation"—Establishing a Differentiated Innovation Strategy in Response to Social Change | 3 hours | ||||
| Independent director | Grace Lung | August 14, 2025 | Taiwan Corporate Governance Association | Corporate Governance and Securities Regulations | 3 hours |
| Analysis of the global economic situation after Trump's election | 3 hours | ||||
| August 15, 2025 | Taiwan Corporate Governance Association | Global Trends in Sustainability Regulations and Climate-Related Disclosure | 3 hours | ||
| The Presentation and Disclosure Of IFRS18 in Financial Statements and the Path to Sustainable "Innovation"—Establishing a Differentiated Innovation Strategy in Response to Social Change | 3 hours | ||||
| Independent director | Andrew Chang | August 5, 2025 | Taiwan Corporate Governance Association | Practices for Artificial Intelligence (AI) Risk Governance | 3 hours |
| August 14, 2025 | Taiwan Corporate Governance Association | Analysis of the global economic situation after Trump's election | 3 hours | ||
| August 15, 2025 | Taiwan Corporate Governance Association | The Presentation and Disclosure Of IFRS18 in Financial Statements and the Path to Sustainable "Innovation"—Establishing a Differentiated Innovation Strategy in Response to Social Change | 3 hours | ||
| November 11, 2025 | Taiwan Corporate Governance Association | Trends and Challenges in Board-Level Cybersecurity Governance | 3 hours | ||
| Independent director | Steve Tso | August 15, 2025 | Taiwan Corporate Governance Association | Global Trends in Sustainability Regulations and Climate-Related Disclosure | 3 hours |
| The Presentation and Disclosure Of IFRS18 in Financial Statements and the Path to Sustainable "Innovation"—Establishing a Differentiated Innovation Strategy in Response to Social Change | 3 hours | ||||
| December 8, 2025 | Taiwan Corporate Governance Association | Post-quantum cryptography | 1.5 hours | ||
| Independent director | TF Chen | August 14, 2025 | Taiwan Corporate Governance Association | Corporate Governance and Securities Regulations | 3 hours |
| Analysis of the global economic situation after Trump's election | 3 hours | ||||
(IV) If the company has established a remuneration committee, its composition, duties and state of operation shall be disclosed:
The members of the Company’s Remuneration Committee shall be appointed by the Board of Directors and shall be more three members. Information of the members is as follows:
| Criteria
Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
| --- | --- | --- | --- |
| Andrew Chang | Andrew Chang once served as Senior Vice General Manager at MediaTek Inc. and has served as an independent director of AOpen since January 2018.
Andrew Chang has a master’s degree in Science in Electrical Engineering, Polytechnic University, New York
He specializes in IC design and information technology and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company.
This person and his spouse or second-degree relatives do not own the shares of the Company.
This person and this person’s spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 |
| Steve Tso | Steve Tso once served as Senior Vice General Manager of TSMC and has served as an independent director of AOpen in January 2018.
Steve Tso has a Ph.D. in Materials Science & Engineering, University of California, Berkeley
He specializes in semiconductor, information technology, and materials as well as risk management, and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company.
This person and his spouse or second-degree relatives do not own the shares of the Company.
This person and this person’s spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with new which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 1 |
| Criteria Name | Professional qualifications and experience | State of independence | Number of other public companies in which the individual is concurrently serving as an independent director |
|---|---|---|---|
| Grace Lung | Grace Lung once served as General Director, General Financial Information Division of Acer, and has served as an independent director of AOpen since June 2020. Grace Lung has a bachelor's degree in Department of Business Administration, National Chengchi University. She specializes in corporate finance, investment and stock affairs and does not meet any of the matters stated in Article 30 of the Company Act. | Other than serving as an independent director of Acer Cyber Security Incorporated, this person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 2 |
| TF Chen | TF Chen once served as Head of end-customer service in Great China, IBM (HK), and has served as an independent director of AOpen since June 2023. TF Chen has a bachelor's degree from the Department of Economics, Tunghai University, Taiwan He specializes in information technology and financial professional fields, and does not meet any of the matters stated in Article 30 of the Company Act. | This person does not have a spouse or second-degree relative serving as a director, supervisor or employee of a Group company. This person and his spouse or second-degree relatives do not own the shares of the Company. This person and this person's spouse or second-degree relatives do not serve as a director, supervisor, or employee at a company with which the Company has a specific relationship, nor does he or his spouse or second-degree relatives provide a Group company with commercial, legal, financial or accounting services. | 0 |
- State of the operation
(1) The Company's Remuneration Committee consists of Four members. The term of this Remuneration Committee is June 16, 2023 to June 15, 2026.
(2) In 2025, the Remuneration Committee met three times. The qualifications and attendance of the members are as follows:
| Title | Name | Actual attendance | Attendance by proxy | Actual attendance rate (%) | Remark |
|---|---|---|---|---|---|
| Convener | Andrew Chang | 3 | 0 | 100% | |
| Committee member | Steve Tso | 2 | 1 | 67% | |
| Committee member | Grace Lung | 3 | 0 | 100% | |
| Committee member | TF Chen | 3 | 0 | 100% | |
| Other information required: | |||||
| I. If the board of directors declines to adopt or modify a recommendation from the remuneration committee, the date, session, topic discussed and the resolution of the board meeting and handling of the resolution of the remuneration committee shall be specified (if the remuneration package approved by the Board is better than the recommendation made by the committee, please specify the discrepancy and its reason): None. | |||||
| II. As to the resolution of the remuneration committee, if a member expresses any objection or reservation, either by recorded statement or in writing, the date, session and topic discussed of the committee meeting, all members’ opinions and handling of members’ opinions shall be specified: None. |
(3) Discussion and resolutions of the Remuneration Committee:
| Date and session of Remuneration Committee meeting | Content of motion | Resolution adopted by the Remuneration Committee | The Company's handling of the Remuneration Committee's opinions |
|---|---|---|---|
| March 12, 2025 | |||
| 1st Remuneration Committee meeting in 2025 | Motion 1: Approval of the Proposal Regarding the Definition of the Company’s Frontline Employees | Motion approved by all members of the Remuneration Committee, submitted it to the Board of Directors for discussion. | All directors present unanimously approved the motions and opinions submitted by the Remuneration Committee to the meeting of the Board of Directors. |
| Motion 2: The Company’s budget of the 2024 remuneration to employees and directors | 1. Since the budget for Directors’ Remuneration involves the personal interests of the members of the Remuneration Committee, the Chairman consults with all members present and unanimously agrees not to review it, and directly sends it to the Board of Directors for discussion. | ||
| 2. The proposed budget for employee remuneration was unanimously approved, after the chairman consults with the members present, and was submitted to the Board of Directors for discussion. | |||
| Motion 3: The proposal of salary adjustment to the management team for 2025 | Motion approved by all members of the Remuneration Committee, submitted it to the Board of Directors for discussion. | ||
| May 7, 2025 | |||
| 2nd Remuneration Committee meeting in 2025 | Motion 1: Allocation proposal for employee compensation budget in 2024 | Motion approved by all members of the Remuneration Committee, submitted it to the Board of Directors for discussion. | |
| November 5, 2025 | |||
| 3rd Remuneration Committee meeting in 2025 | Motion 1: The Company’s global salary increase for 2026 | Motion approved by all members of the Remuneration Committee, submitted it to the Board of Directors for discussion. |
(4) Information on the periodic performance evaluation of directors and officers and their remuneration policy, system, standards and structure:
The Company’s Remuneration Committee evaluates the remuneration policy and system of the Company’s directors and officers in accordance with the provisions set out in the “Charter of Remuneration Committee.” Moreover, the Remuneration Committee shall have at least two meetings a year and may convene a meeting at any time as necessary. The Remuneration Committee also makes recommendations to the Board of Directors serving as reference for it to make decisions.
Responsibilities of the Company’s Remuneration Committee:
- Establish and regularly review the performance evaluation of the directors and officers as well as their remuneration policy, system, standards and structure.
- Regularly evaluate and establish the remuneration to directors and officers.
- The Remuneration Committee shall fulfill its responsibilities according to the following criteria:
(i) Performance assessments and compensation levels of directors and officers shall take into account the general pay levels in the industry, and the reasonableness of the correlation between the individual’s performance and the Company’s operational performance and future risk exposure.
(ii) There shall be no incentive for the directors or officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company. For directors and senior officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company’s business.
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(V) State of the promotion of sustainable development operations and any difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and the reasons for such difference:
| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| I. Has the company established a governance structure to promote sustainable development and set up a special (part-time) unit to promote sustainable development which is authorized by the board of directors to be handled by senior management and supervised by the board of directors? | V | Based on the actual needs of the Company, the Board of Directors resolved on November 6, 2004 to establish the Company's “Operational Procedures for Sustainable Information Management” and “Operational Procedures for the Preparation and Confirmation of Sustainability Reports”, which set out the authority and responsibility units, control measures, operational supervision and improvement requirements for the work related to the sustainable development operations of the Company. Additionally, to improve and strengthen the Company's risk management functions, achieve its sustainability goals, and enhance sustainable governance, the “Organizational Regulations of the Risk Management and Sustainability Committee” were adopted on November 5, 2025, and the “Risk Management and Sustainability Committee” was established under the Board of Directors. Concurrently, with the approval of the Board of Directors, all independent directors and General Manager Mr. Ken Wang were appointed as members of the Committee, and independent director Mr. TF Chen was elected as the Convener and Chair of the Risk Management and Sustainable Development Committee, who will report regularly to the Board of Directors on the progress of sustainable development initiatives. | No difference | |
| II. Has the company conducted risk assessments of environmental, social and corporate governance issues pertaining to company operation in accordance with the materiality principle and established the relevant risk management policy or strategy? | V | The “Risk Management Policy and Procedures” were adopted by resolution of the 4th meeting of the Board of Directors in 2022. A Risk Management Committee was assembled by the top executives of the business units/functional organization of the Company. The Committee is responsible for reviewing all potential risks associated with strategies, operations, finances, disasters, and climate change that may pose an impact on the Company's operations and profitability. Reports were submitted to the Audit Committee and the Board of Directors respectively on November 5 2025. Moving forward, the “Risk Management and Sustainability Committee,” which reports to the Board of Directors, will provide regular updates to the Board on the implementation of risk management. | No difference | |
| III. Has the company conducted a risk assessment of environmental, social and corporate governance issues pertaining to the risk management process? | V | The “Risk Management and Sustainability Committee” was established by the Board of Directors on November 5, 2025. The “Risk Management and Sustainability Committee” was established by the Board of Directors on November 5, 2025. The Board of Directors will provide regular updates to the Board on the implementation of risk management. | No difference | |
| IV. Has the company conducted a risk assessment of environmental, social and corporate governance issues pertaining to the risk management process? | V | The “Risk Management and Sustainability Committee” was established by the Board of Directors on November 5, 2025. The Board of Directors will provide regular updates to the Board on the implementation of risk management. | No difference |
| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| III. Environmental issues | ||||
| (I) Does the company have an appropriate environmental management system established in accordance with its industrial characteristics? | V | The Company's OEMs are required to attain ISO 14001 environmental management system and must have a dedicated ISO 14001 promotion unit in place as well as receiving audits conducted by third-party certification companies in line with the Company's policy. | No difference | |
| (II) Is the company committed to enhancing the utilization efficiency of resources and using renewable materials that have low impact on the environment? | V | All products of the Company have the "Energy Star" certificate in an effort to increase efficiency and reduce energy consumption. | No difference | |
| (III) Does the company assess the present and future potential risk and opportunities of climate change and adopt countermeasures related to climate issues? | V | To implement environmental protection measures, the Company strives to reduce the overall carbon emissions of the Company, in the hope to achieve a year-on-year reduction in greenhouse gases. | No difference | |
| (IV) Has the company prepared statistics on greenhouse gas emissions, water consumption and total volume of waste for the past two years, and formulated policies for to save energy saving and reduce carbon, greenhouse gas, water use, or other waste management? | V | According to the GRI Sustainability Reporting Standards (GRI Standards) and the GHG Protocol, the Acer Group complies with the Group's consolidated financial reporting boundaries, and continues to collect information on electricity, water, and waste through the online system, and entrusts A third-party inspection agency conducts verification. Effective 2018, the Company has been included in Acer's greenhouse gas inventory and the collection and third-party verification of data on electricity, water, and waste. The relevant management are described as follows:1. Greenhouse gas: The Company follows the Acer Group's strategy of integrating energy and climate change, and is expected to achieve the goal of RE100 in 2035. It also follows the Acer Group's Science-Based Target (SBT) methodology to formulate long-term carbon reduction goals, it is estimated that in 2030, compared with the base year of 2019, the target of 50% carbon reduction in Scope 1 and Scope 2 emissions will be achieved. As far as greenhouse gas information is concerned, both 2021 and 2022 have passed third-party verification and obtained ISO14064-1 | No difference |
| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference |
|---|---|---|
| Yes | No | Summary and explanation |
| Year | Greenhouse gases emissions (ton CO2 equivalent) | Water consumption (Spend) |
| Scope 1 | Scope 2 | |
| 2024 | 0 | 16.22 |
| 2025 | 0 | 25.45 |
| Note 1: Acer Group ISO14064-1 certificate download: https://www.acer-group.com/sustainability/zh/reports-certificates. | ||
| IV. Social issues(I) Does the company have the relevant management policies and procedures stipulated in accordance with the applicable laws and regulations and international conventions on human rights? | V | The Company complies with relevant laws and regulations and adheres to international human rights conventions. Respect for human rights is a fundamental principle that our company upholds. The Company adheres to internationally recognized labor rights, such as freedom of association, the right to collective bargaining, care for vulnerable groups, the prohibition of child labor, the elimination of all forms of forced labor, and the elimination of discrimination in employment and hiring. We ensure that our |
| 2. We do not have any rights or rights to the company. We do not have any rights or rights to the company. We do not have any rights or rights to the company. We do not have any rights or rights to the company. We do not have any rights or rights to the company. We do not have any rights or rights to the company. |
| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| human resources policies do not discriminate on the basis of gender, race, socioeconomic status, age, marital status, or family circumstances, thereby ensuring equality and fairness in employment, hiring conditions, compensation, benefits, training, performance evaluation, and promotion opportunities. The Company provides effective and appropriate grievance mechanisms for matters that infringe upon workers’ rights, ensuring that the grievance process is fair and transparent. Grievance channels shall be clear, convenient, and accessible, and appropriate responses shall be provided to employees’ grievances.. |
The Company has published its “Human Rights Policy” on its official website. The Company’s Human Rights Policy is as follows:
Respect for human rights is a fundamental value that AOpen has always upheld. We support and adhere to the “Universal Declaration of Human Rights (UDHR),” the “United Nations Global Compact (UNGC),” the “UN Guiding Principles on Business and Human Rights,” , the core labor standards of the International Labour Organization’s fundamental conventions, and local laws and regulations. We have formulated this Human Rights Policy to ensure the protection of human rights through the principles of protection, respect, and remedy.
Scope of Application
This policy applies to AOpen. We integrate human rights considerations into every stage of our value chain, covering employees, customers, suppliers, and partners. We also require our suppliers and partners to act in alignment with AOpen and comply with the standards set forth in this policy to uphold human rights.
Policy Guidelines
• Provide equal opportunities and strictly prohibit discrimination, harassment, or bullying
• Offer fair compensation and working conditions
• Prohibit forced labor and the employment of child labor
• Provide a safe and healthy work environment
• Provide channels for the free and safe expression of opinions
• Respect employees’ right to freedom of association
• Respect privacy and ensure that the use and collection of personal data comply with legal requirements
• Combat corruption and prohibit bribery | |
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| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| (II) Has the company established and implemented reasonable measures for employee benefits (including: remuneration, holidays and other benefits) that appropriately reflects the business performance or achievements in employee remuneration? | V | Additionally, on November 6, 2024, the Company established the “Sustainability Working Group” to promote sustainable development. On November 5, 2025, the Board of Directors approved the formation of a Board-level Risk Management and Sustainability Committee to strengthen the Company’s planning, preparation, and execution of matters related to sustainable development. The Company continues to provide training for its employees on human rights protection issues, offering educational programs on topics such as integrity in business operations, codes of conduct, anti-corruption, privacy, safe and healthy work environments, and sexual harassment prevention, with the aim of fostering an equitable, inclusive, and respectful work environment. | No difference | |
| (III) Has the company provided employees with a safe and healthy work environment and regularly provided safety and health education to employees? | V | The Company strictly abides by labor laws and employs employees, and provides employees with various welfare measures, including group insurance, wedding and funeral allowances, regular health checks, on-the-job training subsidies, employee dinners, employee travel, annual bonuses, three-day gifts, birthday gifts wait. Article 17 of the company's articles of association stipulates that if the company makes profits in the year, after retaining the amount to make up for the accumulated losses in advance, no less than 2% of the balance should be appropriated as employee remuneration (not less than 0.2% of the remaining balance shall be set aside as compensation for frontline employees). The company also conducts salary surveys in the global peer market every year to formulate a reasonable and competitive salary system. Every year, it also gives employees differentiated distribution of performance bonuses based on the operating performance of each unit and the actual contribution of employees. | No difference | |
| The Company committed to providing a safe and healthy work environment in compliance with international standards, applicable laws and regulations, and Group policies. To effectively implement occupational safety and health management, we have integrated the Group’s internal occupational safety and health management system, and we follow its guidance and oversight to advance occupational safety and health management practices and conduct various safety and health training programs to ensure compliance with legal requirements. The Company regularly inspects and replaces fire protection, air conditioning, drinking water |
| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| (IV) Has the company established an effective career development training program for its employees? | V | and lighting equipment to ensure a safe and healthy working environment.In 2025, the company had zero occupational injuries in the workplace. The company will continue to use the internal website, education training, etc. to carry out publicity, to strengthen employees' awareness of environmental safety and health, and to reduce the chance of accidents.The company's number of fire incidents, number of casualties and ratio of casualties to total number of employees in 2025: No such matter. | No difference | |
| (V) Does the company comply with laws and international standards with respect to client health, safety and privacy, marketing and labeling in all products and services offered, and have the company implemented consumer protection policies and complaint procedures? | V | The Company provide training programs for new employees, as well as professional, management and general education. Furthermore, we combine the development needs of the organization and the capabilities of the employees to provide them with career development opportunities and challenges. By doing this, we aim to maximize their expertise and jointly create value.The safety certification, maintenance, warranty and client services of all products and services sold by the Company are publicly disclosed.There is also a dedicated client service unit and personnel in place to protect the rights of consumers. | No difference | |
| (VI) Has the company implemented a supplier management policy that regulates suppliers' conduct with respect to environmental protection, occupational safety and health or work rights/human rights issues, and does the company track suppliers' performance on a regular basis? | V | The Company regularly conducts supplier assessment surveys. In addition to having a cooperative awareness of compliance with relevant norms with major suppliers on issues such as environmental protection, occupational safety and health, or labor human rights, the contract also includes compliance with laws and/or responsible business alliances (RBA) Code of Conduct and other related ESG policies. At the same time, the contract between the company and the supplier stipulates the product guarantee responsibility, requiring the supplied products to comply with relevant laws and regulations, the EU RoHS directive and relevant environmental protection regulations, etc., and the contract can be terminated or terminated at any time if it is violated.If there is a supplier contract that does not cover the above terms, once the company finds out that the supplier is in danger of violating its corporate | No difference | |
| conditions, and the company is not required to perform the business activities in the future. |
| Evaluation Item | Implementation status | Difference from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| social responsibility policy and has a significant impact on the environment and society, it will no longer deal with it. | ||||
| V. Has the company prepared a sustainability report or a report on non-financial information with reference to internationally accepted standards or guidelines? Are these reports supported by the assurance or opinion of a third-party verification entity? | V | In compliance with the regulations of the competent authorities, the Company has prepared a sustainability report and other reports disclosing non-financial information. In accordance with the GRI Sustainability Reporting Standards (GRI Standards) and the Greenhouse Gas Inventory Protocol (GHG Protocol), the Acer Group has continued to collect information on electricity, water, and waste through an online system, and has commissioned a third-party verification organization to conduct verification in accordance with the GRI Sustainability Reporting Standards. We also commissioned a third-party testing organization to conduct verification. The Company is also included in the scope of Acer's GHG inventory and collection of electricity, water and waste information and third-party verification. | The Company complies with domestic and international regulations and laws, fulfills its corporate social responsibility, and discloses relevant information on MOPS. | |
| VI. If the company has formulated its own Sustainable Development Best-Practice Principles in accordance with the "Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies," please describe the differences between its operation and the Principles: Although we have not yet formulated "Sustainable Development Best-Practice Principles," we have established the "Code of Ethical Conduct" that sets out rules for ethical corporate management, conflict of interest, and no acceptance of bribes. These rules are promoted on the Company's internal HR service website as well as each training course and are implemented. | ||||
| VII. Other important information to help understand the promotion of sustainable development implementation: 1. Office area garbage sorting and energy-saving measures implemented and promotion 2. RoHS is initiated in the Company to strive for environmental protection. |
The disclosure of climate-related information (which meet certain criterias of the Company):
Execution of Climate-related Information
| Item | State of implementation |
|---|---|
| 1. To describe the Board of Directors' and management's oversight and governance of climate-related risks and opportunities. | The Company is a member of the Acer Group, which has established a dedicated ESG department responsible for leading the implementation of ESG and counseling related ESG efforts of its affiliates. In addition, to stay abreast of policies and regulations related to climate change, the Company continues to coordinate across functional units to formulate sustainable development strategies, including low-carbon initiatives. We have established a Sustainability Task Force responsible for collecting, verifying, and consolidating relevant sustainability information, as well as providing such information in accordance with legal requirements and practical needs. The General Manager serves as the convener of this task force and regularly reports on climate-related risks and opportunities to the Board of Directors. |
| 2. To describe how the identified climate risks and opportunities will affect the business, strategy, and finances of the organization (short, medium, and long term). | Short-term Implications |
| Business Impact: Unforeseen climate events (e.g. typhoons, hurricanes, floods, droughts) may cause traffic disruptions and make it impossible to reach the client for project execution, thus affecting the project progress. | |
| Strategic Impacts: The Technical unit may need to make immediate adjustments to its project execution mode, including remote execution, video conferencing, and other emergency preparedness and risk management strategies, in order to respond to a sudden climate event. | |
| Financial Impact: Sudden weather events may result in additional costs, including the purchase of equipment such as establishing a remote execution system and related network security mechanisms. | |
| Medium-term Implications | |
| Business Impact: Changes in weather patterns may result in an impact on the stability of the hardware equipment supply chain and changes in the demand for services. | |
| Strategic Impacts: The Company will need to reassess its climate risk and may adjust its hardware supply chain strategy, product mix and market positioning to respond to future climate change. | |
| Financial impact: Climate change in the medium term may result in the project not being implemented as scheduled, which may have an impact on the Company's revenue recognition and cash flow. | |
| Long-term Implications | |
| Business Impact: Climate change may have far-reaching impacts on industry structure and market demand, and the Company may need to adjust its services and business model to adapt to the long-term climate trend. | |
| Strategic Impacts: The Company need to develop long-term climate change adaptation strategies, including investing in remotely implemented technologies, reducing carbon emissions, and engaging in climate risk management and mitigation programs. | |
| Financial Impacts: Long-term climate change may result in significant capital expenditures by the Company, such as investments in solar energy, and investments in electrical and mechanical equipment efficiency upgrades. | |
| 3. To describe the financial impacts of extreme climate events and restructuring actions. | • Direct Losses: Extreme weather events (e.g., typhoons, hurricanes, floods, droughts) can result in direct losses through damage to facilities and even injury to employees and customers. |
| • Increased Insurance Cost: Frequent extreme weather events could lead to increased insurance costs, including property and business interruption insurance, further increasing expenses for businesses. | |
| • Impact of Transformation Actions: Capital expenditures: Transformation actions, such as investments in solar energy, and investments required to improve the performance of electrical and mechanical equipment. |
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| Item | State of implementation |
|---|---|
| 4. To describe how climate risk identification, assessment and management processes are integrated into the overall risk management system. | Complying with the TCFD guidelines, We have established climate-related risk management procedures. Each year, the Risk Management Working Group convenes a cross-functional team to collect and review climate-related risks and opportunities relevant to the company in accordance with the aforementioned process. Through assessments of impact and likelihood, we identify material climate issues, monitor changes in risk levels, review and develop response strategies, and submit regular reports to enable the Board of Directors to oversee progress in climate risk management and deliberate on related major decisions. |
| 5. If scenario analysis is used to assess the resilience to climate change risk, the scenarios, parameters, assumptions, factors analyzed, and major financial impacts should be described. | Steps in Situational Analysis: • Context description: First, the context needs to be clearly described, e.g. a city, a rural area or a business. This includes geographic location, climatic characteristics, economic structure, socio-demographic structure, etc. • Parameter Setting: determines the parameters of the assessment, which may include the expected impacts of climate change, such as the frequency and intensity of extreme climate events, average temperature rise, sea level rise, etc. • Assumption Setting: Developing assumptions about the possible future impacts of climate change, which may be based on scientific models, historical data, expert opinion, etc. • Analyze Factors: Identify the key factors that affect resilience, which may include resource availability, government policies, and technology levels. Incorporating these factors into the analysis can help identify key measures to enhance resilience. |
| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, as well as the metrics and objectives used to identify and manage physical and transition risks. | Key financial impacts: assess the key financial impacts of climate change risks, which may include direct losses, such as damage to infrastructure, and indirect impacts, such as changes in markets, increased insurance costs, and so on. |
| 7. If internal carbon pricing is used as a planning tool, the basis for price setting should be specified. | Internal carbon pricing has not been used. |
| 8. If climate-related targets are set, information on the activities covered, the scope of greenhouse gas emissions, the planning period, and the annual progress of achievement should be stated; if carbon offsets or renewable energy certificates (RECs) are utilized to achieve the relevant targets, the source and quantity of carbon reduction credits offset or the quantity of renewable energy certificates (RECs) should be stated. | Activities covered by the objectives: • Reduction of greenhouse gas emissions: both direct (e.g., vehicle emissions) and indirect (e.g., supply chain emissions). • Energy Efficiency Improvement: Reducing energy consumption through energy conservation measures, technology upgrades, etc. • Increased use of renewable energy: increasing the share of renewable energy in the energy mix, e.g. solar, wind, etc. • Resource Recycling: Promote effective recycling of resources and reduce waste generation and emissions. • Climate Risk Management: Strengthening Risk Management Capabilities for Climate Change and Extreme Climate Events. • Greenhouse Gas Emission Scope: Scope 1: Direct emissions, e.g. carbon dioxide and methane emissions from in-house production activities. Scope 2: Indirect energy emissions, such as carbon dioxide emissions from the use of electricity and heat. Scope 3: The Other Indirect Emissions, including emissions from the supply chain and after product use, e.g., raw material production, transportation, manufacturing processes. Planning schedule: Short-term target: Usually set for one to five years and used to identify quick and feasible measures to realize immediate benefits and progress. Medium-term target: To set for 5 to 10 years for implementing wider changes, e.g. energy restructuring, technological upgrading, etc. |
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| Item | State of implementation |
|---|---|
| Long-term target: Usually set for more than 10 years to achieve more challenging goals. | |
| To establish a monitoring and reporting mechanism to ascertain progress and achievement on an annual basis. Regular measurements and evaluations will be conducted and action plans will be adjusted according to actual progress. | |
| This information will help the Company to identify climate-related targets and develop corresponding action plans to realize climate objectives and achieve sustainable development goals. | |
| 9. Greenhouse Gas Inventory and Confirmation of Status and Reduction Targets, Strategies and Specific Actions (please refer to 1-1 and 1-2). | please refer to 1-1 and 1-2 |
1.1 Greenhouse Gas Inventory and Confirmation for the Last Two Years :
The Company participates in the greenhouse gas (GHG) inventory of its parent company, Acer Group, and conducts GHG inventories annually. The Company has commissioned a third-party inspection organization that meets the qualifications of the Environmental Protection Administration of Taiwan (Taiwan EPA) to conduct GHG emissions verification for direct and indirect categories, i.e., scope 1, scope 2, and scope 3, and has obtained the GHG Verification Statement of ISO 14064-1: 2018.
In 2024, Acer Group's verified Scope 1 emissions were 2,145.05 metric tons and Scope 2 emissions were 6,174.10 metric tons (market-based), totaling 8,319.15 metric tons (market-based).
(1) Greenhouse Gas Inventory Information
| State of implementation | |||
|---|---|---|---|
| Information on GHG emissions for 2024~ 2025 are provided below: | |||
| Greenhouse Gas emissions (tons CO2 equivalent) | |||
| scope 1 | scope 2 Market-based | Intensity (metric tons CO2e/million) | |
| 2024 | 2,145.05 | 6,174.10 | 0.03 |
| 2025 | |||
| Note 1: The scope of GHG emissions inventory is in line with the boundary of the Group's consolidated financial statements. | |||
| Note 2: The information for 2025 is still under verification as of the printing date of the annual report. |
(2) Greenhouse Gas Confirmation Information
| State of implementation |
|---|
| Since 2011, Acer Group has been conducting annual greenhouse gas inventories in accordance with the Greenhouse Gas Protocol (GHG Protocol) and in line with the boundaries of the Group's consolidated financial statements. Acer Group has commissioned a third-party inspection organization that meets the qualifications of the Environmental Protection Administration of Taiwan (Taiwan EPA) to conduct direct and indirect types of GHG emissions verification, i.e., Scope 1, 2, and 3, and obtained ISO 14064-1: 2018 Greenhouse Gas Verification Statement. In 2024, the Acer Group's GHG emission verification organization is SGS Taiwan Inspection Technology Co.(SGS), which has issued an unqualified opinion. 2025 information is still in the process of verification as of the printing date of the annual report. |
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1.2 Greenhouse Gas Reduction Goals, Strategies and Specific Action Plans
Greenhouse Gas Reduction Targets: As a member of the Acer Group, the Company has responded to the Group's policy by launching a three-pronged, nine-pronged strategy that focuses on the three prongs of sustainable business operations, products and services, and value chain, and seeks to comprehensively reduce its carbon footprint through nine major objectives: reduction of energy consumption, use of renewable energy, negative carbon offsets, low-carbon products and services, use of recycled materials, investment in intelligence, recycling and green energy applications, carbon reduction targets and commitments, green manufacturing and logistics, and the realization of a low-carbon recycling economy. The organization is committed to reducing its carbon footprint in a holistic manner by focusing on nine key areas, including low-carbon circular economy.
We are committed to achieving a 50% carbon reduction by 2030 compared to 2019 for our organization's operations (Scope 1+2).
Strategies:
The Company's Greenhouse Gas Emissions are indirect, mainly from electricity used for office air-conditioning and lighting, employee commuting, and outsourced garbage disposal. In addition to participating in the Acer Group's integrated energy and climate change strategy, which continues to prioritize energy efficiency optimization at each of our operating locations, supplemented by the use of green power, we comply with environmental laws and regulations, and are committed to environmentally friendly policies and measures, such as energy conservation, recycling, and green purchasing, as well as pollution prevention and continuous improvement.
Specific Action Plans:
- Improve paperless application.
- Air-conditioning Temperature Setting: Offices are required to set the temperature of the indoor unit so that the indoor temperature is maintained at 26-28 degrees Celsius, and at the same time, the mainframe and indoor unit are switched on and off at regular intervals with the automatic control method in order to reduce the electricity consumption of the air-conditioning.
- Lighting: Adopt energy-saving lighting fixtures (consumption is one-half of that of general fluorescent lights) to reduce electricity consumption for lighting, and set up light switches in different areas to turn on the lights in those areas when in use, and turn off part of the public space during off-duty hours to achieve the goal of energy conservation.
- Encourage colleagues to hold meetings with customers or vendors by means of video conferencing to enhance efficiency and reduce the incidence of business meetings and travel, thereby reducing the use of transportation and achieving the goal of reducing greenhouse gas emissions.
- In conjunction with the Group's resource recycling classification, the cleaning staff will sort out items into categories and have them transported by recycling vendors to achieve the purpose of reuse, while reducing the amount of garbage and minimizing the harm to the environment.
(VI) State of ethical corporate management and measures adopted:
State of ethical corporate management and any difference from the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
| Evaluation Item | State of implementation | Difference from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such difference | |||
|---|---|---|---|---|---|
| Yes | No | Summary and explanation | |||
| I. | Establishment of the ethical corporate management policy and action plans | ||||
| (I) | Has the company established an ethical corporate management policy approved by the board of directors? Does the policy clearly specify in its rules and external documents the ethical corporate management policies, and the commitment of the board of directors and the senior management to proactively implement the management policy? | V | We have formulated our own “Ethical Corporate Management Best-Practice Principles.” We announce their relevant policies to employees, officers, and directors from time to time, and the ethical and integrity polices are required to be implemented. | No difference | |
| (II) | Has the company established a risk assessment mechanism against unethical acts, analyzed and assessed business activities within their business scope regularly that are at a higher risk of being involved in unethical acts, and established prevention programs covering at least the preventive measures specified in Paragraph 2, Article 7 “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies”? | V | The “Code of Ethical Conduct” that we formulated incorporates ethical corporate management, conflict of interest, and no acceptance of bribes, and relevant operations are regulated by this Code. We ensure that all employees understand and implement ethical corporate management regulations through promoting related regulations on the internal HR service website and various education and training courses. | No difference | |
| (III) | Has the company clearly provided the operating procedures, conduct guidelines, disciplines for violations and a grievance system in its program to prevent unethical acts and have these been implemented, and has the formally disclosed program been regularly reviewed and amended? | V | Where an officer or employee violates the Company’s Code of Ethical Conduct, depending on the severity of the situation, disciplinary actions will take place in accordance with the “Personnel Management Rules,” including determination or dismissal of appointment. | No difference | |
| II. | Implementation of ethical corporate management | ||||
| (I) | Has the company evaluated the integrity of all counterparties it has business relationships with? Are there any integrity clauses in the agreements entered into with business partners? | V | In order to reinforce the management of ethical corporate management, the Company’s administrative and HR unit is responsible for the formulation of the ethical corporate management policy and supervision of the measures. | No difference | |
| (II) | Has the company set up a dedicated unit to promote ethical corporate | V | In an effort to enhance the management of ethical corporate management, the | No difference |
| Evaluation Item | State of implementation | Difference from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| management under the board of directors, and has such unit reported to the Board of Directors its execution in terms of ethical management policy and preventive programs against unethical conducts and the supervision status on a regular basis (at least once a year)? | Company’s administrative and HR unit is responsible for the formulation of the ethical corporate management policy and supervision of the measures in accordance with its “Code of Ethical Conduct.” Aside from promoting the idea that all relevant personnel are responsible in reporting to their supervisors or the Board of Director in the discovery of a violation of the Code of Ethical Conduct, we also organize education and training courses for promotion, ensuring the implementation of the ethical corporate management policy. For details regarding the Company’s corporate governance practices, please refer to Item (VII), “Other Important Information Sufficient to Enhance Understanding of the Company’s Corporate Governance Practices”. | |||
| (III) Has the company formulated a policy that prevents conflicts of interest and a channel that facilitates the reporting of conflicts of interests? | V | We have formulated the “Ethical Corporate Management Best-Practice Principles” and the “Code of Ethical Conduct” which set forth that in the event of a conflict of interest, the responsible officer, top executive of the HR unit or the Board of Directors shall make an explanatory report and recuse themselves in accordance with the relevant regulations. | No difference | |
| (IV) Has the company established an effective accounting system and internal control system in order to implement ethical management, and proposed relevant audit plans according to the assessment results of the risks of unethical conducts, and reviewed the compliance of the prevention of unethical conducts, or entrusted an accountant to carry out the review? | V | We has established an effective accounting system, internal control system, and the implementation of the integrity management policy will be part of the risk assessment process, which will be regularly checked by the internal audit unit and external accountants will be entrusted to perform the check. | No difference | |
| (V) Does the company organize internal or external training on a regular basis to maintain ethical management? | V | From time to time, we organize ethical corporate management-related education, training and promotion to ensure that all relevant personnel are aware of, accept and follow the Company’s Code of Ethical Conduct. | ||
| We regularly holds relevant education and training courses on integrity | No difference |
| Evaluation Item | State of implementation | Difference from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| management and business conduct standards as follows: | ||||
| (1) Anti-bribery, anti-corruption and employee code of conduct | ||||
| (2) Prevention of illegal infringement in the workplace | ||||
| (3) Personal data protection | ||||
| (4) Respect intellectual property | ||||
| (5) Insider trading prohibited | ||||
| III. State of operations of the company’s reporting system |
(I) Has the company set up a specific reporting and incentive system, and established a channel to facilitate grievances and assigned dedicated personnel to receive grievances?
(II) Has the company implemented any standard operating procedures and/or subsequent measures after carrying out an investigation or confidentiality measures for handling grievances filed? | V | | The Company aligns its ethical corporate management policy with employee performance appraisals and the HR policy, with a clear and effective reward and disciplinary system in place. Moreover, we have built a comprehensive grievance channel for employees as well as establishing procedures. To make our employees fully aware of them, they are announced on the intranet system and bulletin board. In addition, the Company has established a dedicated whistleblower email address ([email protected]). Should any stakeholder become aware of any illegal conduct, violations of corporate governance practices, or breaches of the Code of Business Integrity, they may report such matters via this email address, and the matter will be handled by the Audit Unit, which reports to the Board of Directors.
The company has established "Code of Integrity Management" and "Integrity Management Operating Procedures and Behavior Guidelines", which have clear specifications and operating procedures. The human resources, finance and legal departments are jointly responsible for them, and serve as the dedicated unit for developing integrity management and prevention plans. , is responsible for the formulation and supervision of the implementation of integrity management policies and prevention plans. The content and various prevention measures include investigation, disposal and confidentiality, etc., all of which have been referred to and followed in Article | No difference |
58
| Evaluation Item | State of implementation | Difference from Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies and reasons for such difference | ||
|---|---|---|---|---|
| Yes | No | Summary and explanation | ||
| (III) Has the company taken appropriate measures to protect the whistleblower from mistreatment as a result of whistleblowing? | V | 7, Paragraph 2, of the "Code of Integrity Management for Listed Companies" The regulations on conduct are subject to regular audits by the audit unit to improve overall awareness, detect potential misconduct and monitor compliance.We provide a proper grievance channel and keep confidential the identity of whistleblowers and the matter being reported on. The Company protects the whistleblower regarding the violation of the ethical corporate management policy and personnel involved in the investigation from being improperly treated or retaliated against. | No difference | |
| IV. Information disclosure strengthening Has the company disclosed the content of its ethical corporate management Best-Practice principles and the results of implementation on its official website and the MOPS? | V | The Company has disclosed its Ethical Corporate Management Best-Practice Principles on the company website and the MOPS. | No difference | |
| V. If the company has formulated its own Ethical Corporate Management Best-Practice Principles in accordance with the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies," please describe the differences between its operation and the Principles: No difference. | ||||
| VI. Any other important information that may help understanding the performance of ethical corporate management better: (e.g. review of an amendment to its Ethical Corporate Management Best-Practice Principles): The Company's Ethical Corporate Management Best-Practice Principles, formulated on November 12, 2014, have been disclosed on the company website. |
(VII) Other Important Information Sufficient to Enhance Understanding of the Company's Corporate Governance Practices:
- The Board of Directors and management of The Company have actively implemented the Company's business integrity. In addition to issuing a series of policies related to business integrity, the board of directors has passed the " Integrity Management Code " and "Code of Ethical Conduct" on November 12, 2014.
- The establishment of the "Integrity Management Code" and "Code of Ethical Conduct" represents the company's commitment to conducting business legally, ethically and with integrity. In accordance with the spirit of the company's core values, the company's colleagues should be regulated in their business conduct, and they must also conduct business legally, ethically and honestly.
- In addition to requiring all AOpen Group colleagues to comply with this regulation and the highest standards of business ethics, all directors, beneficiaries, policy promoters, affiliates, vendors, channel partners, contractors, and all other parties who have business dealings with AOpen Group must also comply.
- The Company has formed a "Working Group to Promote Integrity Management" consisting of Human Resources, the ESG Office of its parent company Acer, and Legal Affairs. The Head of Corporate Governance will serve as the highest person in charge of the working group, responsible for the formulation and supervision of the implementation of integrity management policies and related measures. The implementation and execution of the promotion of ethical business practices and professional conduct for the year 2025 are as follows:
(1) "Integrity Management Code" and "Ethical Code of Conduct": These are the highest code of conduct for all employees of the Company in conducting business activities. In addition to the education and training that existing employees have completed, every new employee will receive education and training upon joining the Company and is required to comply with these codes of conduct.
(2) Regularly organize education and training courses on integrity management and business conduct standards as follows:
a. The completion rate for the 2025 training program reached 97%. The courses are listed in detail below:
| Course Name | Training Target | Y2025 Number of people who completed the training % |
|---|---|---|
| Anti-bribery, Anti-corruption and Employee Code of Conduct | All colleagues (also announce it on INTRANET at the same time, so that colleagues can read the latest information) | 97% |
| Prohibition of Insider Trading (Advocacy for Taiwan's regulations) | All colleagues | 97% |
| Anti-Trust and Fair Competition Training | All colleagues (also announce it on INTRANET at the same time, so that colleagues can read the latest information) | 97% |
| Personal Data Protection (In addition, in the “Information Security Awareness” online course, the relationship between personal data and information systems is also re-advised) | All colleagues (also announce it on INTRANET at the same time, so that colleagues can read the latest information) | 97% |
| Code of Business Integrity and Code of Ethical Conduct | All colleagues (also announce it on INTRANET at the same time, so that colleagues can read the latest information) | 97% |
| Compliance with Export Control Regulations | All colleagues | 97% |
b. Regularly post relevant important policies on the internal employee communication website:
| Policy | Recipients |
|---|---|
| Confidentiality Agreement | All colleagues (also announce it on INTRANET at the same time, so that colleagues can read the latest information) |
| Prevention of Workplace Violence | All colleagues (also announce it on INTRANET at the same time, so that colleagues can read the latest information) |
- The operation and execution of integrity management and business conduct for fiscal year 2025 were reported in the 5th Board of Directors' meeting held on November 5, 2025.
(VIII) Status of implementation of internal control system
- Statement of Internal Control: Please refer to MOPS, [Website: https://mops.twse.com.tw > Single Company > Corporate Governance > Regulations > Internal Control/Statement of Internal Control Announcement], enter the year and the company code to inquire about the announcement of the Statement of Internal Control.
- Appointment of certified public accountants to professionally review the internal control system: None.
(IX) In the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, important resolutions adopted at the shareholders' meeting or board of directors meeting:
- Important resolution adopted at the shareholders' meeting
| Date of meeting | Summary of important resolution | Resolution/Implementation status |
|---|---|---|
| May 27, 2025(2025 shareholders’ meeting) | I. Motion for Ratification Proposal of the Financial Statements, Business Report and the Profit Distribution Statement for the year 2024 | The motion was passed by resolution adopted at the shareholders’ meeting ; The ex-dividend date for the distribution of the 2024 fiscal year’s earnings was July 10, 2025, and the dividend payment date was July 29, 2025. |
| II. Motion for Proposal of the Amendments to Articles of Incorporation | The motion was passed by resolution adopted at the shareholders’ meeting and it has obtained the approval of the Ministry of Economic Affairs to change the Company Registration on 2025/7/8. | |
| III. Motion for Poroposal of of the Amendments to Guidelines for Derivatives Trading | The motion was passed by resolution adopted at the shareholders’ meeting, to be handled in accordance with the latest regulations. |
- Important resolution adopted at the meeting of the Board of Directors
| Number | Item | Date of meeting | Resolution |
|---|---|---|---|
| 1 | 1st meeting of the Board of Directors in 2025 | January 15, 2025 | I. Passed the Endorsement Guarantees for Subsidiaries |
| II. Passed the Loans to Subsidiaries | |||
| 2 | 2nd meeting of the Board of Directors in 2025 | March 12, 2025 | I. Passed the motion for the budget of the 2024 remuneration to employees and directors |
| II. Passed The Financial Statements and Business Report for the Year 2024 | |||
| III. Passed The Statement of Internal Control for the Year 2024 | |||
| IV. Passed the Company’s profit distribution for the Year 2024. | |||
| V. Passed the Definition of Frontline Employees of the Company | |||
| VI. Passed the amendment to some provisions of the “Articles of Incorporation” | |||
| VII. Passed to revise the Company’s internal control cycle and internal regulations | |||
| VIII. Passed the matters related to the 2025 shareholders’ meeting | |||
| IX. Passed the appointment of the Company’s CPAs for the 2025 financial statements and the evaluation of the independence of the CPAs | |||
| X. Passed the the Funds loaned to other parties by the Company and global subsidiaries | |||
| XI. Passed the renewal of the Company’s credit facilitates with financial institutions | |||
| XII. Passed the proposal of salary adjustment to the management team for 2024 | |||
| 3 | 3rd meeting of the Board of Directors in 2025 | May 7, 2025 | I. Passed the consolidated quarterly Financial Report for the first quarter of 2025 reviewed by CPAs |
| II. Passed the amendments of the Company’s internal regulations | |||
| III. Passed the the Funds loaned to other parties by the Company and global subsidiaries | |||
| IV. Passed the renewal of the Company’s credit facilitates with financial institutions | |||
| V. Passed the Allocation proposal for employee compensation budget in 2024 | |||
| 4 | 4th meeting of the Board of Directors in 2025 | August 6, 2025 | I. Passed the consolidated quarterly Financial Report for the second quarter of 2025 reviewed by CPAs |
| II. Passed the the Company’s Sustainability Report | |||
| III. Passed the the Funds loaned to other parties by the Company and global subsidiaries | |||
| IV. Passed the Endorsement Guarantees for Subsidiaries | |||
| V. Passed the acquisition or disposal of Right-of-Use Assets | |||
| VI. Passed the renewal of the Company’s credit facilitates with financial institutions | |||
| 5 | 5th meeting of the Board of Directors in 2025 | November 5, 2025 | I. Passed the consolidated quarterly Financial Report for the third quarter of 2025 reviewed by CPAs |
| II. Passed the Company’s operational plan for the Year 2026 | |||
| III. Passed the Company’s audit plan for the Year 2026 | |||
| IV. Passed the amendments of the company’s internal regulations | |||
| V. Passed the establishment of the Risk Management and Sustainability Committee | |||
| IX. Passed the the Funds loaned to other parties by the Company and global subsidiaries | |||
| X. Passed the Endorsement Guarantees for Subsidiaries | |||
| XI. Passed the renewal of the Company’s credit facilitates with financial institutions | |||
| XII. Passed the Company’s global salary increase for the Year 2026 |
62
63
| Number | Item | Date of meeting | Resolution |
|---|---|---|---|
| 6 | 6th meeting of the Board of Directors in 2025 | December 24, 2025 | I. Passed to disposal of BLUECHIP INFOTECH PTY LTD’ Shares |
(X) In the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director has expressed a dissenting opinion with respect to an important resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration: None.
IV. Information on the professional fees of the attesting CPAs
Unit: NT$ thousand
| Name of accounting firm | Name of CPA | Audit period | Audit fee | Non-audit fee (Note) | Total | Remark |
|---|---|---|---|---|---|---|
| KPMG | Phyllis Chang | January 1, 2025 to December 31, 2025 | 2,973 | 590 | 3,563 | |
| Steven Shih | January 1, 2025 to December 31, 2025 |
Note: Non-audit fees were mainly for tax certification fees and checking of non-officer salaries in 2025.
(I) Audit fee for the change of accounting firms paid in the year is less than the previous year, the decreased amount, percentage and reason of the audit fee shall be disclosed: None.
(II) Over 10% decrease in audit fee on a year-to-year basis, the decreased amount, percentage and reason of the audit fee shall be disclosed: None.
V. Information on replacement of CPAs: None.
VI. The company’s chairman, general manager or any officers in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPAs or at an affiliated enterprise of such accounting firm: None.
VII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, officer, or shareholder in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:
(1) The changes in shareholdings of directors, supervisors, managers, and shareholders holding more than 10% of the shares:
Please refer to MOPS, [Website: https://mops.twse.com.tw > Aggregate Statements > Changes in Shareholdings/Securities Issued > Shares Held by Directors, Supervisors and Substantial Shareholders/Pledges/Transfers > Shareholdings of Directors, Supervisors, Managers and Substantial Shareholders > Shareholding Balances of Directors, Supervisors, Managers and Substantial Shareholders Summary of Shareholding Balance of Directors, Supervisors, Managers and Major Shareholders]
(2) The information on directors, supervisors, managers, and shareholders holding more than 10% of the shares whose shares are transferred to related parties: None.
(3) The information on related parties to whom directors, supervisors, managers and shareholders holding more than 10% of the shares have pledged their shares: None.
64
VIII. Relationship information, if any of the company's 10 largest shareholders is a related party:
Statement Production Date: March 28, 2026
| NAME | Number of shares held | Shares held by spouses and minor children | Total shares held in the name of others | Names and relationships between the top ten shareholders including spouses and second-degree relatives | Remark | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Title (or name) | Relationship | ||
| Acer Inc. | |||||||||
| Representative: Jason Chen | 34,319,311 | 43.75 | 0 | 0 | 0 | 0 | Mu-Zhen Investment Co., Ltd. | Same representative | |
| 0 | 0 | 0 | 0 | 0 | 0 | Mu-Zhen Investment Co., Ltd. | The epresentative of a related party | ||
| Mu-Zhen Investment Co., Ltd. | |||||||||
| Representative: Jason Chen | 1,300,000 | 1.66 | 0 | 0 | 0 | 0 | Acer Inc. | Same representative | |
| 0 | 0 | 0 | 0 | 0 | 0 | Acer Inc. | The epresentative of a related party | ||
| He-Feng United Co., Ltd. | 1,000,000 | 1.27 | 0 | 0 | 0 | 0 | None | None | |
| Dale Tsai | 779,556 | 0.99 | 0 | 0 | 0 | 0 | None | None | |
| Chang-geng, Chen | 680,379 | 0.87 | 0 | 0 | 0 | 0 | None | None | |
| British Virgin Islands Business International Co., Ltd. | 677,519 | 0.86 | 0 | 0 | 0 | 0 | None | None | |
| Enku Capital Inc. | |||||||||
| Representative: Victor Chien | 665,000 | 0.85 | 0 | 0 | 0 | 0 | Acer Inc. | The representative is the manager of the company | |
| Maverick Shih | 647,000 | 0.82 | 0 | 0 | 0 | 0 | Acer Inc | The representative of Corporate Director of the company | |
| Shu-hui, Lin | 561,000 | 0.72 | 0 | 0 | 0 | 0 | None | None | |
| Citibank Taipei Custody Barclays Capital SBL/PB Investment Account | 515,000 | 0.66 | 0 | 0 | 0 | 0 | None | None |
IX. The total number of shares and total equity stake held in any single enterprise by the company, its directors, and any companies controlled either directly or indirectly by the company:
December 31, 2025; Unit: Shares; %
| Investment Business | Investment of the Company | Investment by directors, supervisors, officers and any companies controlled either directly or indirectly by the company | Comprehensive investment | |||
|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | Number of shares | Shareholding ratio | |
| AOPEN AMERICA INC. | 15,000,000 | 100.00 | 0 | 0 | 15,000,000 | 100.00 |
| AOPEN COMPUTER B.V. | 40 | 100.00 | 0 | 0 | 40 | 100.00 |
| AOPEN TECHNOLOGY INC. | 50,000 | 100.00 | 0 | 0 | 50,000 | 100.00 |
| AOPEN JAPAN INC. | 200 | 100.00 | 0 | 0 | 200 | 100.00 |
| AOPEN SMARTVISION INC. | 1,500,000 | 100.00 | 0 | 0 | 1,500,000 | 100.00 |
| AOPEN GLOBAL SOLUTIONS PTY LTD. | 150,000 | 100.00 | 0 | 0 | 150,000 | 100.00 |
| APEX MATERIAL TECHNOLOGY CORP. | 6,399,123 | 16.60 | 0 | 0 | 6,399,123 | 16.60 |
Three. Fundraising
I. Company capital and shares
(I) Source of capital stock
- Type of shares:
March 28, 2026
| Share Type | Authorized capital stock | Remark | ||
|---|---|---|---|---|
| Outstanding shares | Unissued shares | Total | ||
| Common share | 78,448,013 | 361,551,987 | 440,000,000 | - |
Information related to the comprehensive reporting system: None
- Process of capital stock formation
March 28, 2026
Unit: In NT$ thousand except for par value per share which is in thousands of shares
| Year/Month | Issue price | Authorized capital stock | Paid-in capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of capital stock | Offset by any property other than cash | Approval date and letter number | ||
| November 2007 | - | 440,000 | 4,400,000 | 163,609 | 1,636,090 | NT$4,000 thousand of treasury stock cancelled for capital reduction | None | November 5, 2007 Jing-Shou-Shang-Zi No.09601268280 |
| March 2010 | 10 | 440,000 | 4,400,000 | 163,639 | 1,636,390 | NT$300 thousand of stock warrants exercised | None | March 30, 2010 Jing-Shou-Shang-Zi No.09901061030 |
| April 2010 | 10 | 440,000 | 4,400,000 | 163,649 | 1,636,490 | NT$100 thousand of stock warrants exercised | None | August 30, 2010 Jing-Shou-Shang-Zi No.09901196370 |
| December 2013 | 10 | 440,000 | 4,400,000 | 171,649 | 1,716,490 | NT$80,000 thousand of restricted stock awards issued | None | December 19, 2013 Jing-Shou-Shang-Zi No.10201256600 |
| August 2014 | - | 440,000 | 4,400,000 | 120,509 | 1,205,092 | Capital reduction of NT$511,397,060 | None | July 31, 2014 Letter Jin-Guan-Zheng-Fa-Zi No.1030028190 |
| April 2015 | - | 440,000 | 4,400,000 | 118,627 | 1,186,277 | NT$18,815 thousand of restricted stock awards recovered | None | April 22, 2015 Jing-Shou-Shang-Zi No.10401062730 |
| August 2016 | - | 440,000 | 4,400,000 | 118,515 | 1,185,153 | NT$1,123 thousand of restricted stock awards recovered | None | August 25, 2016 Jing-Shou-Shang-Zi No.10501207060 |
| January 2017 | - | 440,000 | 4,400,000 | 116,493 | 1,164,934 | NT$20,220 thousand of restricted stock awards recovered | None | January 3, 2017 Jing-Shou-Shang-Zi No.10501298660 |
| November 2017 | - | 440,000 | 4,400,000 | 34,948 | 349,480 | Capital reduction of NT$815,453,640 | None | November 3, 2017 Letter Fu-Chan-Ye-Shang-Zi No.10659843000 |
| December 2017 | 10 | 440,000 | 4,400,000 | 71,448 | 714,480 | New shares of NT$365,000 thousand issued by private placement | None | December 11, 2017 Jing-Shou-Shang-Zi No.10601168050 |
| September 2023 | 10 | 440,000 | 4,400,000 | 78,448 | 784,480 | Issuance of new shares of $70,000 thousand | None | September 19, 2023 Jing-Shou-Shang-Zi No.11230175090 |
| issued by private placement |
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(II) List of major shareholders
Holding 5% or more of the shares or names, numbers of shareholding and ratio of the top 10 shareholders :
Mar 28, 2026
| Share
Name of major shareholder | Number of shares held | Shareholding ratio (%) |
| --- | --- | --- |
| Acer Inc. | 34,319,311 | 43.75% |
| Mu-Zhen Investment Co., Ltd. | 1,300,000 | 1.66% |
| He-Feng United Co., Ltd. | 1,000,000 | 1.27% |
| Dale Tsai | 779,556 | 0.99% |
| Chang-geng, Chen | 680,379 | 0.87% |
| British Virgin Islands Business International Co., Ltd.. | 677,519 | 0.86% |
| Enku Capital Inc. | 665,000 | 0.85% |
| Maverick Shih | 647,027 | 0.82% |
| Shu-hui, Lin | 561,000 | 0.72% |
| Citibank Taipei Custody Barclays Capital SBL/PB Investment Account | 515,000 | 0.66% |
(III) The Company's dividend policy and implementation status
- Company dividend policy:
The company's dividend policy is based on current and future development plans, considering the investment environment, capital needs, domestic and foreign competition, and taking into account factors such as shareholders' interests. Every year, no less than 10% of the earnings available for distribution shall be allocated to shareholders. Dividends can be distributed in the form of stocks or cash. In order to achieve a balanced and stable dividend policy, when the company distributes dividends, the cash dividend shall not be less than 10% of the total dividends, unless the board of directors decides not to distribute the dividend and the shareholders' meeting approves it. When the company has no surplus, it shall not distribute dividends and dividends. However, based on the consideration of the company's financial, business and operating aspects, all or part of the statutory surplus and capital reserve may be distributed in accordance with laws or regulations of the competent authority.
- Dividend distribution proposed to the shareholders' meeting:
(1) On March 11, 2026, the Company's Board of Directors, acting pursuant to the authorization granted by the Articles of Incorporation, resolved to distribute dividends for the 2025 fiscal year as follows:
In 2025, the Company's net profit after tax was NT$314,865,146. After adding undistributed earnings at the beginning of the period of NT$77,443,435, the profit in other comprehensive income and losses for the period of NT$12,341, deduct the acquire partial equity in a subsidiary of NT$2,013,434 and the disposal of financial assets measured at fair value through other comprehensive income of NT$20,505,198 and the provision of legal reserve of NT$29,235,886, plus the Reversal of Special Reserve NT$23,005,373, the earnings available for distribution this year totaled NT$363,571,777, with NT$235,344,039 of dividends proposed to be paid to the shareholders. After distribution of earnings, the undistributed earnings at the end of the period totaled NT$128,227,738, which is reserved for distribution in future years.
(2) All dividends to shareholders were paid in cash. Based on the shareholding ratio of the shareholders on the ex-dividend date, cash dividends of NT$3 per share tentatively set is distributed to each shareholder, with the amount below NT$ unconditionally rounded off and recorded in other income of the Company.
(3) The ex-dividend base date of the earnings distribution is tentatively set at July 3, 2026 and the payment date tentatively set at July 23, 2026. Where there is a change due to the law or requirement by the competent authorities due to exercise of authority, the chairman is authorized to make an adjustment.
- Expected material change in dividend policy: None.
(IV) Effect upon business performance and earnings per share of any sock dividend distribution proposed or adopted at the most recent shareholders' meeting: Not applicable.
(V) Remuneration to employees and directors
- The percentages or ranges of remuneration to employees, directors, and supervisors as set forth in the Articles of Incorporation:
In accordance with Article 17 of the Company’s Articles of Incorporation, any profit (Profit refers to income Before Tax, abbreviated as PBT) before deduction of remuneration to employees and directors), if any, shall be allocated as follows. Where there are accumulated losses, the Company shall first reserve the profit to make up for losses:
(1) Employee remuneration shall not be less than 2% of the PBT (of which no less than 0.2% of the remaining balance shall be allocated as compensation for frontline employees). When employee remuneration is paid in stocks or cash, its targets may include employees of controlling or affiliated companies who meet certain conditions. The certain conditions shall be set by the board of directors.
(2) Directors’ remuneration shall not exceed 8‰ of the PBT. The method for distributing directors' remuneration shall be submitted to the Board of Directors for decision by the Salary and Remuneration Committee.
- The basis for estimating the amount of employee, director, and supervisor profit-sharing compensation, for calculating the number of shares to be distributed as employee profit-sharing remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
The Company’s net profit before tax for each period before deducting the amount of remuneration to employees and directors, multiplied by the ratio of remuneration employees and directors proposed to be distributed by the Company, is the estimated basis. This is reported as operating expenses for each period. Where there is a discrepancy between the actual distribution amount and estimated amount in the following year, the discrepancy shall be treated as a change in accounting estimate, which is recorded as profit or loss in the following year.
- Remuneration passed by the Board of Directors:
(1) Amount of remuneration to employees and directors distributed by cash or stocks: If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:
The Company’s remuneration to employees for 2025 was NT$7,910,000 and remuneration to directors was NT$1,744,000 both approved by the Board of Directors on March 11, 2026 and were distributed in cash.
The difference between the employees' compensation and directors' compensation approved by the Board of Directors and the amount already estimated in fiscal year 2025 is NT$1,236,000, the difference is due to the change in accounting estimate, and the difference will be included in the profit or loss in fiscal year 2026.
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(2) The amount of employee compensation distributed in stock and its proportion to the aggregate of net income after income tax and total employee compensation for the current period for individual or separate financial statements: Not applicable.
- The actual distribution of employee, director, and supervisor remuneration for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor remuneration, additionally the discrepancy, cause, and how it is treated:
The Company’s remuneration to employees for 2024 was NT$7,241,000 and remuneration to directors was NT$1,600,000, the difference between the employees' compensation and directors' compensation approved by the Board of Directors and the amount already estimated in fiscal year 2024 was NT$574,000, the difference had been booked into the profit or loss in fiscal year 2025.
(VI) Buyback of the company shares: None.
II. Issuance of corporate bonds: None
III. Issuance of preferred shares: None
IV. Issuance of global depository receipts: None
V. Issuance of employee warrants: None
VI. Issuance of restricted stock awards: None
VII. Mergers or acquisitions or with acquisitions of shares of other companies: None
VIII. Status of implementation of capital allocation plan: None
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Four. An Overview of Operations
I. Business Description:
- Business Scope
i. The scope of business of the Company shall include the following:
(1) F401010 International Trade;
(2) CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing;
(3) CC01080 Electronics Components Manufacturing;
(4) CC01120 Data Storage Media Manufacturing and Duplicating;
(5) CC01110 Computer and Peripheral Equipment Manufacturing;
(6) CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing;
(7) F113050 Wholesale of Computers and Clerical Machinery Equipment;
(8) F113070 Wholesale of Telecommunication Apparatus;
(9) F118010 Wholesale of Computer Software;
(10) F119010 Wholesale of Electronic Materials;
(11) I301010 Information Software Services;
(12) I301020 Data Processing Services;
(13) I501010 Product Designing;
(14) CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing;
(15) JA02010 Electric Appliance and Electronic Products Repair;
(16) F399040 Retail Sale No Storefront;
(17) F108031 Wholesale of Medical Devices
(18) F208031 Retail Sale of Medical Apparatus
(19) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
ii. Proportion of business products :
Expressed in Thousand of New Taiwan Dollars
| Product | 2024 | % | 2025 | % |
|---|---|---|---|---|
| Computer systems and components | 6,933,944 | 99.83 | 7,486,999 | 99,65 |
| Lifestyle appliances and others | 12,035 | 0.17 | 26,288 | 0.35 |
| Total | 6,945,979 | 100.00 | 7,513,287 | 100.00 |
iii. Current main products:
Computer systems and components, Lifestyle appliances and other related products.
iv. New Products Under Development
In response to the continued advancement of global digital transformation and sustainability initiatives, AOPEN positions industrial computers (IPC) and industrial digital signage as its core product lines, while actively expanding into application markets such as smart education, commercial digital signage, manufacturing automation, transportation infrastructure, and public sector projects. Through product development aligned with ESG principles, the Company integrates AI and data analytics capabilities to enhance real-time computing performance and system integration efficiency. These efforts support applications including smart factory equipment management, urban infrastructure monitoring, and medical imaging-assisted analysis. Product development continues to focus on low-power
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consumption, long-term operational stability, and resilience in demanding environments, thereby strengthening the reliability and sustainability value of total solutions.
(1) Centered on low power consumption and high performance, the Company continues to advance its ruggedized IPC product lines, enabling stable and efficient operation of end devices while reducing maintenance costs. In parallel, AOPEN further develops fanless models and other industrial platforms designed for stable operation under extreme temperatures and wide-range power input conditions.
(2) To address the rapid growth of AI applications and real-time computing requirements, the Company focuses on edge computing industrial computers and intelligent applications. By integrating deep learning and dynamic image analysis technologies, AOPEN delivers high-precision inference and real-time data processing to support customer deployment in smart transportation, smart retail, surveillance management, industrial inspection, and medical-assisted diagnostics.
(3) Leveraging group resources, AOPEN continues to expand applications in smart education and enterprise digital transformation. The Company develops OPS architectures and multimedia players, combined with industrial and commercial digital display equipment and lifestyle products, to meet system integration needs and the demands of diversified application markets for operational stability and management efficiency.
2. Industry Overview
i. Industry Status and Development
In 2025, the global technology industry operates within a highly volatile environment. Geopolitical risks, regional conflicts, and adjustments to international monetary policies continue to affect global supply chains and market deployment. Nevertheless, driven by rapid advances in artificial intelligence and industrial digital transformation, demand for industrial computing equipment continues to expand. In parallel, governments worldwide are promoting industrial upgrading and smart city development, accelerating investment in infrastructure and digital transformation, which is further driving demand for industrial and intelligent computing solutions. In addition, ESG and carbon-reduction regulations have become more concrete, prompting the technology industry to adopt low-power, long-term, and highly reliable computing solutions to address sustainability requirements.
ii. Relationships Among Upstream, Midstream, and Downstream Industries
The industrial computer (IPC) industry continues to serve as a critical computing platform. Upstream suppliers provide high-reliability processors, industrial-grade components, and diversified I/O interfaces to support long-duration and high-load operations. Midstream IPC manufacturers are responsible for system integration, product design, and application optimization, while incorporating AI acceleration modules and edge computing capabilities to enhance overall solution value. Downstream, system integrators and end users deploy IPC solutions across smart manufacturing, transportation management, digital surveillance, and industrial upgrading applications. With growing demand for real-time AI recognition and analytics, collaboration among upstream, midstream, and downstream players has become increasingly tight, forming a highly integrated industrial ecosystem.
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iii. Product Development Trends
In 2025, IPC products continue to evolve toward higher efficiency, lower power consumption, and modular design to support diverse vertical applications. AI model inference is increasingly shifting to the edge, with applications spanning smart manufacturing, traffic monitoring, public safety, and medical imaging–assisted analysis. Fanless designs, wide-temperature, wide-voltage, and ruggedized architectures remain key product features to ensure stable system operation in harsh environments. At the software level, IPC solutions are also advancing toward cloud-based management, remote maintenance, and data integration, accelerating the deployment of intelligent applications.
iv. Industry Competition
Competition within the IPC industry intensified further in 2025 as expanding market demand attracted additional participants. Entry-level and mid-range products face more pronounced price competition due to relatively lower barriers to entry. In contrast, high-end and application-specific products require stronger capabilities in technology integration, system stability, and long-term support, resulting in higher competitive thresholds. Industry participants continue to pursue strategic partnerships and focused market development to enhance product differentiation and solution value. Looking ahead, industry competition is expected to shift from standalone hardware products toward comprehensive competition based on application scenarios, service capabilities, and ecosystem collaboration.
- An Overview of the Company’s Technologies and its Research and Development work
(1) The expenditures for Research and Development
The Company focuses its R&D efforts on industrial computers (IPC) and digital display solutions, with emphasis on edge computing, system modularization, and vertical application integration. Key development areas include fanless ultra-slim multimedia players, high-performance ruggedized industrial computers, and high-computing-power embedded IPC platforms designed for edge computing applications.
Multimedia players are developed in response to trends in smart retail and public information systems, with enhancements in long-term operational stability, remote device management, and system responsiveness under varying power conditions, thereby improving overall operational efficiency for commercial digital signage.
In 2025, Aopen’s R&D expenses invested totaled NT$28,112 thousand, which accounted for 0.37% of the Company’s revenue.
(2) Technologies and/or products successfully developed: In the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, patents acquired by Aopen are as follows:
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| Item | Name of invention | Country of application | Patent number | Date of certificate |
|---|---|---|---|---|
| 1 | FRAME MODULE AND COMPUTER HAVING THE SAME | China | ZL201410151380.9 | 2017/8/11 |
| 2 | FRAME MODULE AND COMPUTER HOST HAVING THE SAME | China | ZL201110141892.3 | 2015/6/3 |
| 3 | SUPPORT MODULE AND HOST COMPUTER HAVING THE SUPPORT MODULE | Taiwan | 1515540 | 2016/1/1 |
| 4 | SUPPORT MODULE AND HOST COMPUTER HAVING THE SUPPORT MODULE | Taiwan | 1460576 | 2014/11/11 |
| 5 | HEAT DISSIPATING MODULE AND ELECTRONIC DEVICE | China | ZL201210417169.8 | 2016/9/7 |
| 6 | HEAT DISSIPATING MODULE WITH ENHANCED HEAT DISSIPATION EFFICIENCY AND ELECTRONIC DEVICE THEREWITH | Taiwan | 1475952 | 2015/3/1 |
| 7 | ELECTRONIC DEVICE AND PLAY AND INTERACTIVE METHOD FOR ELECTRONIC ADVERTISING | China | ZL201610672216.1 | 2020/4/10 |
| 8 | ELECTRONIC DEVICE AND PLAY AND INTERACTICE METHOD FOR ELECTRONIC ADVERTISING | Taiwan | 1599931 | 2017/9/21 |
| 9 | CASING FOR ALL-IN-ONE ELECTRONIC DEVICES | USA | 8,289,683 | 2012/10/16 |
| 10 | SPLICED-TYPE DISPLAY SYSTEM AND A SPLICED-TYPE DISPLAY METHOD | China | ZL201510229020.0 | 2019/5/31 |
| 11 | TILING-DISPLAY SYSTEM AND METHOD THEREOF | Taiwan | 1536363 | 2016/6/1 |
| 12 | SELF-SERVICE PACKING APPARATUS | Taiwan | 1710507 | 2020/11/21 |
| 13 | ELECTRONIC DEVICE | Taiwan | 1742608 | 2021/10/11 |
| 14 | DISPLAY DEVICE | Taiwan | 1727495 | 2021/5/11 |
| 15 | REMOTE MANAGEMENT METHOD FOR DISPLAY DEVICE AND HOST SYSTEM | Taiwan | 1757840 | 2022/1/11 |
| 16 | DISPLAY CONTROL METHOD AND DISPLAY CONTROL SYSTEM | Taiwan | 1784630 | 2022/11/21 |
| 17 | DISPLAY CONTROL METHOD AND DISPLAY CONTROL SYSTEM | Taiwan | 1796734 | 2023/3/21 |
- Long Term, Short Term Sales Plan
(1) Short-Term Development Plan
Looking ahead to 2026, the Company's IPC business will be driven by an application-oriented approach, while maintaining close attention to changes in international trade policies. Through flexible supply chain deployment and cost structure optimization, the Company aims to mitigate the impact of external operating conditions. Focusing on application scenarios such
as smart manufacturing, transportation management, energy, and public infrastructure, the Company will promote the deployment of intelligent industrial control systems, industrial touch all-in-one solutions, and digital display products in real-world environments, ensuring long-term stable operation under demanding conditions. In parallel, the Company will continue to advance localized manufacturing and supply chain optimization strategies, deepen collaboration with enterprises and public sector institutions, and promote energy-efficient and green product development to address market demand for low-carbon solutions.
(2) Long-Term Development Plan
Over the long term, the Company will continue to emphasize technological advancement and application expansion, strengthening its R&D capabilities in industrial computing, digital display, and intelligent solutions to address uncertainties arising from geopolitical developments, energy transition policies, and market fluctuations. By cultivating application markets through a diversified product portfolio, enhancing the value of total solutions, and integrating localized service capabilities, the Company aims to reinforce operational resilience and customer engagement. At the same time, the Company will consistently advance sustainability and carbon-reduction initiatives, while adopting a diversified business approach to connect adjacent application domains, progressively expanding its digital application footprint and establishing a solid foundation for stable mid- to long-term growth.
II. An analysis of the market as well as the production and marketing situation
(I) Market analysis
- Geographic areas where the main products are sold
Unit: NT$ thousand
| Location | 2024 | 2025 |
|---|---|---|
| Asia Pacific (including Taiwan) | 6,446,113 | 6,898,340 |
| Americas | 121,360 | 179,377 |
| Europe | 378,506 | 435,570 |
| Total | 6,945,979 | 7,513,287 |
2. Market Share
Amid the ongoing restructuring of the global industry value chain and heightened uncertainty in the international political and economic environment, the Company continues to deepen key customer markets in Europe, the Americas, and the Asia-Pacific region through long-term project-based cooperation models. Since 2025, changes in international tariff policies and increasing regional geopolitical risks have prompted enterprises to adjust procurement and investment strategies. In response to shifts in market structure, the Company has adopted flexible deployment strategies to maintain stability in its global operations. Given that the B2B industrial application market is largely driven by project-based demand and long-term partnerships, market size and share are susceptible to external factors. Accordingly, overall market share performance remains subject to dynamic adjustment in line with industry conditions and evolving international developments.
3. Market Supply and Demand Conditions and Growth Potential
As artificial intelligence continues to drive industrial upgrading, demand for IPC applications has progressively evolved from standalone equipment deployment toward intelligent systems integrating AI inference and real-time data analytics. Application areas now extend across
smart retail, industrial automation, traffic surveillance, urban infrastructure, digital education, medical inspection, and new energy sectors. However, ongoing global inflationary pressures, elevated tariff policies, and supply chain restructuring continue to exert pressure on cost structures and delivery lead times, impacting overall supply and demand dynamics. Under these conditions, the IPC industry is required to accelerate the development of high value-added and differentiated AI-enabled application solutions in order to sustain demand momentum and support mid- to long-term growth.
- Competitive Advantages
Amid the rapid expansion of edge computing and intelligent applications, the Company leverages its long-established technology platforms, mechanical integration expertise, and system development capabilities to continuously advance compact, high-performance industrial computing platforms. These platforms incorporate industrial-grade architectures designed to support high workloads and operation in demanding environments. Combined with localized technical support and professional service capabilities, the Company has established a differentiated competitive foundation, enhancing its overall competitiveness in industrial application markets.
- Favorable and Adverse Factors Affecting Future Development and Response Strategies
(1) Favorable Factors
i. The continued deployment of generative AI and edge computing is driving growth in demand for industrial computing and intelligent applications, creating favorable conditions for the Company to expand into high value-added application markets.
ii. The progressive implementation of global net-zero and sustainability policies has positioned low-power-consumption and high-reliability intelligent IPC products as key adoption priorities across industries, aligning with the Company's long-term product development strategy.
iii. Through group resource integration and supply chain collaboration, the Company is able to rapidly respond to customers' industrial upgrading needs, enhancing deployment efficiency and the competitiveness of total solutions.
(2) Adverse Factors
i. Ongoing changes in international geopolitical conditions and tariff policies increase uncertainty across supply chains and operations. The Company addresses these risks through flexible deployment strategies and timely operational adjustments.
ii. Divergent global economic growth has led to more cautious investment behavior in certain industries. The Company mitigates exposure to single-market fluctuations by expanding diversified applications and geographically distributed market coverage.
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(II) Important applications and manufacturing processes of main products
- Important applications of main products
| Item | Important applications or functions |
|---|---|
| Computer systems and components | It includes of standard system, full system and other peripheral products. Barebone system includes chassis, power supply, fan and motherboard; full system includes barebone processor, hard disk, and memory. Therefore, the system business products provide the computers needed by families, companies, and organizations, providing customers with flexibility and multiple choices of the complete product line. |
| Lifestyle appliances and others | Aesthetically designed household goods, appliances and home appliances, generally referring to various items that can reflect or enhance personal life taste, value and daily experience. |
- Manufacturing processes of main products: Not applicable
(III) Supply situation of the major raw materials
| Title | Main sources | Supply situation |
|---|---|---|
| IC | The U.S., Japan, Taiwan, Korea | Good |
| Printed circuit boards | Taiwan, China | Good |
| Computer cases | Taiwan, China | Good |
| Panels | Taiwan, China | Good |
| Power modules | Taiwan, China | Good |
| Connectors | Taiwan, China, Japan | Good |
| Hard disk/solid state drives | The U.S., Japan, Taiwan | Good |
| Memory module | Taiwan | Good |
(IV) List of major purchasers and sellers in the last two years
- Names of clients who have accounted for more than 10% of total sales in the last two years: Unit: NT$ thousand
| Rank | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Title | Amount | As a percentage to annual net sales for the year | Relationship with the issuer | Title | Amount | As a percentage to annual net sales for the year | Relationship with the issuer | |
| 1 | Client G | 6,335,044 | 91.20% | Parent company | Client G | 6,690,944 | 89.05% | Parent company |
| Other | 610,935 | 8.80% | - | Other | 822,343 | 10.95 | - | |
| Net sales | 6,945,979 | 100.00% | - | Net sales | 7,513,287 | 100.00% | - |
Reasons for Changes: In addition to providing products requested by system integrators, the Company's annual sales targets and ratios also vary depending on market demand and project sales.
- Names of suppliers who have accounted for more than 10% of total procurement in any of the last two years:
Unit: NT$ thousand
| Rank | 2024 | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|
| Title | Amount | As a percentage to annual net procurement for the year | Relationship with the issuer | Title | Amount | As a percentage to annual net procurement for the year | Relationship with the issuer | |
| 1 | Manufacturer D | 2,446,923 | 37.82% | None | Manufacturer D | 2,492,329 | 36.19% | None |
| 2 | Manufacturer E | 1,624,693 | 25.11% | None | Manufacturer E | 872,467 | 12.67% | None |
| 3 | Manufacturer G | 1,103,646 | 17.06% | None | Manufacturer G | 809,040 | 11.75% | None |
| Other | 1,295,367 | 20.01% | - | Other | 2,712,988 | 39.39% | - | |
| Net procurement | 6,470,629 | 100.00% | - | Net procurement | 6,886,824 | 100.00% | - |
Reasons for Changes: The top ten suppliers and their ratios changed between the two periods due to the fact that the Company purchases goods from different suppliers depending on the orders it receives from customers.
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III. Analysis of employees
March 31, 2025
| Year | 2024 | 2025 | Current year up to March 31, 2025 | |
|---|---|---|---|---|
| Number of employees | Marketing sales | 42 | 44 | 42 |
| Product operation | 25 | 28 | 27 | |
| Total | 67 | 72 | 69 | |
| Average age | 46 | 47 | 47 | |
| Average years of service | 13 | 14 | 14 | |
| Education level | Ph.D. (%) | 0% | 0% | 0% |
| Master (%) | 17% | 17% | 17% | |
| College (%) | 82% | 81% | 81% | |
| Senior high school(%) | 1% | 2% | 2% | |
| Below senior high school (%) | 0% | 0% | 0% |
Note: The number of employees above is the number of employees included in the consolidated statements.
IV. Information on environmental protection expenditures
(I) According to laws and regulations if it is required to apply for a permit for installing anti-pollution facilities, or a permit for pollution drainage, or to pay anti-pollution fees, or to organize and set up an exclusively responsible unit/office for environmental issues, the description of the status of such applications, payment or establishment shall be made:
As the registration of the Company's Longtan Factory was canceled on March 8, 2019 by approval of the Taoyuan City Government, no further environmental protection expenditures were incurred.
(II) Disbursements for environmental protection, any losses suffered by the company in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report due to environmental pollution incidents, and disclose an estimate of possible expenses that could be incurred: None.
V. Labor relations
(I) List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:
- Employee benefits
The Company has always cared for its employees and emphasized on employee welfare. In addition to appropriating welfare funds in accordance with the law, establishing the Employee Welfare Committee, selecting welfare committee members to formulate annual plans for various welfare activities, the Company also operates the Employee Welfare and Insurance Plan, complete education and training lectures, setting up an on-line bookstore, participating in the Group's Family Day and Year-End Reunion, and implementing employees' shareholdings, dividends, and participating in the Group's stock option plan; and
the Company provides vacation leave (no work on Saturday, no deduction for vacation leave) for adjusted holidays to enrich and enrich the benefits of the employees. At the same time, all adjusted holidays are given by the company (no work on Saturdays and no deduction of holidays) to enrich and fulfill employee welfare.
In terms of enhancing employee health care, in addition to regular annual employee health checkups, in order to encourage the prevention and treatment of obesity and chronic diseases such as the three highs (i.e., high blood glucose, high blood lipids, and high blood pressure), employees are encouraged to take part in the 10-week “End Fat Healthy Fat Dumping” campaign; and in terms of mental health care, we have linked up the Group's resources with a professional counseling service unit to offer an “Employee Assistance Program,” which provides employees with a wide range of services for various problems at work and on a personal level. In terms of mental health care, the Group has linked its resources with professional psychological counseling units to provide an “Employee Assistance Service Program”, which provides employees with professional counseling services for a variety of personal and work-related issues to enhance their physical and mental health care.
- Employee continuing education and training
We are committed to the continuous learning and growth of our employees as they are essential to ensure the Company’s long-term development and sustainability. We align the Company’s annual training promotion with the talent development training framework, through both physical courses and e-learning. In addition to constantly promoting core competencies, management competencies and professional competencies, we also take into account the Company’s annual development and management strategies in building up organizational and human resources capabilities.
The training promoted by the company in 2024 includes strengthening the employees' compliance with laws and regulations and the implementation of corporate governance. It’s sustainable development supervisor management (basic/middle/senior) talent training and product technology professional training; at the same time, for new personnel training, new employee orientation training will be arranged on the first day of employment for new employees. New employees can quickly understand the basic operating procedures and office environment when they join the company, and counselors are assigned to each new employee so that they can quickly integrate into team operations.
- Retirement system and its implementation
In an effort to make it easier for employees after they retire and to enhance the spirit of service during employment, we have formulated Employee Retirement Measures in accordance with the Labor Standards Act and the Labor Pension Act. These Measures set forth employee retirement conditions, pension payment standards and application and payment matters. In addition to allocating 6% of the salary of employees as pension funds in accordance with the Labor Pension Act, we have also set up an Employee Pension Reserve Fund Supervisory Committee in accordance with the law. We make monthly contributions to be deposited into a legal financial institution in the name of the Employee Retirement Reserve Fund Supervisory Committee.
- Labor-management agreements
At AOpen, we keep a harmonious relationship with our employees. In addition to organizing a labor-management meeting and promoting internal communication channels on a regular
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basis, we also hold a quarterly meeting attended by the general manager and all employees to convey the Company's management direction and results. By doing this, we enhance employees' participation in the Company's business, reinforcing labor-management trust relationships.
(II) List any losses suffered by the company in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report due to labor disputes, and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken: None.
VI. Information and Communications Security Management
(I) Information security risk management framework, information security policy, specific management plan and resources invested in information security management:
The Company's management team actively implements the Company's information security risk management by formulating the "Information Security Policy" to clearly regulate the use authority of the network system and physical affairs machines, and the Management Information Office of the Company is responsible for the implementation and management of the policy.
The Operations and Implementations of Information and Communications Security Management:
- Backup all information systems and off-site backups regularly and conduct information system recovery drills and tests on a regular basis every year to ensure the normal operation of the information system and data preservation, and to reduce the risk of system interruption caused by unpredicted natural disasters and human negligence.
- Build a variety of security technology control programs, including network firewalls, anti-virus systems, anti-spam systems, etc.
- Increase information data protection insurance (CYBER EDGE) to diversify possible risks and losses.
- Regularly conduct social engineering exercises to educate colleagues on the latest fraudulent phishing emails/types to avoid misuse by coworkers.
- Enhance and improve the password complexity and security settings of each system to reduce the risk of hacking.
- Regularly review and organize the accounts used in each system and disable the useless accounts to ensure no unauthorized access.
- conduct information security publicity from time to time to enhance the awareness of information security of colleagues. To minimize the occurrence of information security incidents.
- Introduce FIREWALL IPS (Intrusion Prevention System) and IDP (Intrusion Detection System) functions. Enhance the security of network usage.
- Convert the website connection from http to https to enhance the security of data transmission.
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-
Introducing an intranet device inspection mechanism to enhance the ability to control devices and prohibit non-compliant devices from connecting to the intranet.
-
Conduct software inventory to ensure the legitimacy of software and version control.
-
Introduce account MFA authentication. Enhance the security of account login. 14.
-
Introduce EDR system to enhance the security of terminal equipment endpoints. Effectively block attacks from all sides.
-
Import UEM system to improve the management of information security related to PATCH delivery and installation, enhance system security.
-
Perform website source code scanning to improve program leakage and enhance system security.
-
Perform relevant vulnerability scanning and improve the relevant vulnerabilities.
-
Perform penetration testing to detect system and network architecture deficiencies and carry out related improvement work.
-
Implement WAF related functions for external websites to enhance the security and usability of websites.
Resources invested in information and communications security management in 2025:
-
Education and training: All new employees complete the online information security education and training course.
-
Social Engineering Drills: Conduct social engineering phishing email tests and online education and training twice a year.
-
Information security notice promotion: Produce more than 4 information security notices to enhance employees' information security awareness.
-
Information security audit: Regularly accept the group's information security audit every year, participate in 6 group information security meetings and 6 internal information security review meetings, and strengthen various information security requirements.
-
Cybersecurity Drills: Conduct one vulnerability scan and one penetration test annually.
-
Two cybersecurity personnel attended external training courses related to cybersecurity.
-
In 2025, a total of 87 EOS servers were updated or replaced.
-
The application system recovery plan was updated, and an annual recovery drill was conducted in 2025; all systems met the established RTO/RPO requirements, and post-drill improvement items have been completed.
(II) The losses suffered as a result of significant information and communications security incidents, the possible impact and the measures taken to deal with them for the most recent year and up to the date of publication of the annual report: None.
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VII. Important contracts
| Nature of contract | Parties involved | Start and end dates of the contract | Main contents | Restricted terms |
|---|---|---|---|---|
| Software license agreement | Manufacturer A | December 1, 2020 to June 30, 2027 | Authorized distributor | Confidentiality clause, non-transferable |
| Manufacturing agreement | Manufacturer B | From July 1, 2018 up to the date on which the contract is terminated | Commissioned product manufacturing | Confidentiality clause, non-transferable |
| Lease agreement | Acer Inc. | From October 1, 2018 up to the date on which the contract is terminated | Storage use | None |
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Five. Review and Analysis of Financial Position and Financial Performance, and Assessment of Risks
I. Financial position comparative analysis
Unit: NT$ thousand
| Year Item | 2024 | 2025 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 2,433,482 | 3,345,900 | 912,418 | 37.49 |
| Investment accounted for using the equity method | 336,557 | 333,310 | (3,247) | (0.96) |
| Right-of-use assets | 8,084 | 3,926 | (4,158) | (51.43) |
| Other non-current assets | 206,072 | 153,683 | (52,389) | (25.42) |
| Total assets | 2,984,195 | 3,836,819 | 852,624 | 28.57 |
| Current liabilities | 1,346,119 | 2,105,319 | 759,200 | 56.40 |
| Non-current liabilities | 84,071 | 73,567 | (10,504) | (12.49) |
| Total liabilities | 1,430,190 | 2,178,886 | 748,696 | 52.35 |
| Share capital | 784,480 | 784,480 | - | - |
| Additional paid-in capital | 424,412 | 420,839 | (3,573) | (0.84) |
| Retained earnings (pending loss recovery) | 415,794 | 496,344 | 80,550 | 19.37 |
| Other interests | (58,555) | (35,550) | 23,005 | 39.29 |
| Non-controlling interests | (12,126) | (8,180) | 3,946 | 32.54 |
| Total shareholders' equity | 1,554,005 | 1,657,933 | 103,928 | 6.69 |
The description of major change items:
- The increase in current assets was primarily due to increases in cash, accounts receivable, and inventory during the current period.
- The decrease in right-of-use assets was primarily due to the monthly depreciation charged over the lease term during the current year.
- The decrease in other non-current assets was primarily due to a decrease in deferred income tax assets during the current period.
- Current liabilities increased, primarily due to increases in accounts payable and income tax liabilities during the current period.
- Non-current liabilities decreased, primarily due to a decrease in long-term borrowings during the current period.
- Retained earnings increased, primarily due to profits earned during the current period.
- Other equity increased, primarily due to the disposal of financial assets measured at fair value through other comprehensive income and changes in other comprehensive income during the current period.
- Non-controlling interests increased, primarily due to changes in the profit or loss of the investee attributable to non-controlling interests during the current year.
II. Review and analysis of financial performance
(I) Financial performance comparative analysis
Unit: NT$ thousand
| Year Item | 2024 | 2025 | Increase or Decrease amount | Change ratio (%) |
|---|---|---|---|---|
| Total | Total | |||
| Net revenue | 6,945,979 | 7,513,287 | 567,308 | 8.17 |
| Operating costs | 6,439,506 | 6,880,367 | 440,861 | 6.85 |
| Gross profit | 506,473 | 632,920 | 126,447 | 24.97 |
| Operating expenses | 270,098 | 277,790 | 7,692 | 2.85 |
| Operating profit | 236,375 | 355,130 | 118,755 | 50.24 |
| Non-operating income and expenses | 47,022 | 32,122 | (14,900) | (31.69) |
| Net profit before tax | 283,397 | 387,252 | 103,855 | 36.65 |
| Income tax expense (benefit) | (10,257) | 73,768 | 84,025 | 819.20 |
| Net profit for the period | 293,654 | 313,484 | 19,830 | 6.75 |
| Other comprehensive income (loss) | (1,460) | 2,851 | 4,311 | 295.27 |
| Total comprehensive income for the period | 292,194 | 316,335 | 24,141 | 8.26 |
(II) Main reasons for material changes in operating income, operating profit, and net profit before tax in the past two years
- The increase in net operating income, operating costs and gross profit for the current period was mainly due to the growth in revenue.
- The increase in net operating profit and net profit before tax for the current period was mainly due to the growth in revenue.
- The decrease in non-operating income and expenses for the current period was primarily due to foreign exchange losses.
- The increase in income tax expense was primarily due to the recognition of current and deferred income tax expenses for the current period.
- The increase in other comprehensive income was primarily due to translation differences in the financial statements of foreign operations and changes in unrealized gains and losses on financial assets measured at fair value through other comprehensive income.
(III) The possible effect upon the company's financial operations as well as measures to be taken in response: See "One. Report to Shareholders."
(IV) Expected Sales Volume and Its Basis
The Company did not disclose its financial forecast for 2025. The Company core business products are based on providing a diverse hardware product portfolio tailored to customer needs. Due to the wide variety of product requirements, it is difficult to estimate sales volume.
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III. Review and analysis of cash flow
(I) Analysis of changes in cash flows in the most recent fiscal year:
Unit: NT$ thousand : %
| Annual accounting items | 2024 | 2025 | Variance | |
|---|---|---|---|---|
| Amount | % | |||
| Net Cash flows from Operation activities | 297,579 | 467,536 | 169,957 | 57.11 |
| Net Cash flows from Investing activities | 221,344 | 13,622 | (207,722) | (93.85) |
| Net Cash flows from Financing activities | (174,568) | (197,975) | (23,407) | (13.41) |
| Analysis of significant changes : (Differences of $10,000 thousand or more and percentage of change of 20% or more) | ||||
| 1. Operating activities : Increase in cash outflows from net changes in assets and liabilities associated with operating activities. | ||||
| 2. Investment activities : Decrease in other financial assets. | ||||
| 3. Financing activities : Increase in cash dividends paid in fiscal year 2025 compared to fiscal year 2024 led to higher cash outflows. |
(II) Corrective measures to be taken in response to illiquidity: The Company has no illiquidity.
(III) Liquidity analysis for the coming year (2026):
Unit: NT$ thousand
| Cash Balance in begining (1) | Estimated full-year net cash inflow (outflow) from Operating activities (2) | Estimated net cash inflow (outflow) from Investing and Financing activities for the full year (3) | Estimated cash surplus (shortage) amount (1) +(2)+(3) | Remedial Measures for Estimated Cash Shortage | |
|---|---|---|---|---|---|
| Investment Plan | Financial Plan | ||||
| 1,807,419 | 450,000 | (235,344) | - | - | - |
| 1. Analysis of cash flow changes | |||||
| (1) Operating activities: Mainly due to the expected continued growth in operating scale resulting in net cash inflow. | |||||
| (2) Investing activities: Mainly cash dividends received from securities invested by the Company. | |||||
| (3) Financing activities: Mainly the payment of cash dividends. | |||||
| 2. Remedial measures for estimated cash shortage: Not applicable |
IV. Effect upon financial operations of any major capital expenditures in the most recent fiscal year: None.
V. Reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:
Investment Policy
The Company's investment is to establish subsidiaries at home and abroad to meet operational needs. In the future, the Company will also expand its operating scale or establish subsidiaries at home and abroad depending on demand.
The Company currently has relevant regulations such as "Procedures for Acquisition or Disposal of Assets" and "Regulations for Supervision of Subsidiaries" and is able to implement various management mechanisms to enable each invested business to achieve maximum operating performance.
(I) Reinvestment policy for the most recent fiscal year
Unit: NT$ thousand
| Name of investee | Investment cost | Account balance | Policy | 2025 profits (losses) | Main reasons for profits or loss | Plan for improving re-investment profitability |
|---|---|---|---|---|---|---|
| AOPEN AMERICA INC. | 295,771 | (246,358) | Responsible for expanding the sales market in North America | (4,251) | Decline in business performance | Continue to develop new clients |
| AOPEN COMPUTER B.V. | 214,094 | (39,360) | Responsible for expanding the sales market in Europe | 2,602 | Decline in business performance | Continue to develop new clients |
| AOPEN JAPAN INC. | 2,899 | 13,424 | Responsible for expanding the sales market in Japan | (9,038) | Non-business investment losses | Continue to strengthen the operating results of subsidiaries |
| AOPEN TECHNOLOGY INC. | 1,623 | 342,085 | Holding company | 8,214 | Non-business investment gains | Continue to strengthen the operating results of subsidiaries |
| AOpen SmartVision Incorporated | 15,000 | 13,691 | Responsible for developing domestic and emerging markets | 436 | Non-business gains | Continue to develop new clients |
| AOPEN GLOBAL SOLUTIONS PTY LTD | 2,956 | (52,722) | Responsible for expanding the sales market in Australia | (18,882) | Decline in business performance | Continue to develop new clients |
(II) Investment plans for the coming year: By combining market strengths, Aopen will form a strategy alliance with manufacturers or clients at the right time in the future and carefully evaluate investment plans.
VI. Analyze and assess the following matters for risk management:
(I) During the most recent fiscal year, effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:
- Exchange rate change:
The Company primarily focuses on export sales, In 2025, the exchange rate loss in the consolidated financial statements amounted to NT$12,508 thousand, accounting for 0.17% of the net operating income in the consolidated financial statements 2025. To prevent the effect arising from exchange rate changes, the Company has adopted the following countermeasures:
(1) The exposed foreign currency position is adjusted at any time based on the projected revenue.
(2) Foreign assets and liabilities are offset for hedging effect.
(3) The financial department-related personnel keep a close eye on exchange rate changes and Aopen’s capital needs, and determine the timing of foreign currency exchange in order to minimize the impact of exchange rate changes on Aopen’s profitability.
- Interest rate change:
At present, the Company’s cash position is mainly in New Taiwan dollars. Due to the oversupply situation in the currency market, Taiwan dollars continue to have a low interest rate. In line with the open policy of the government and the current investment policies of companies, our main investments will center on capital guaranteed financial instruments that are highly safe.
- Inflation:
According to the Central Bank’s conservative forecast, Taiwan’s GDP growth for 2026 is projected to be approximately 2.68%, a slight downward revision from last year, primarily due to tariff issues and a slowdown in global trade. However, given geopolitical uncertainties, exchange rates are also prone to fluctuations, posing a risk to the export-oriented economy. The Company will respond flexibly to avoid losses and does not expect any significant impact on the company's operations.
(II) The company’s policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions in the most recent fiscal year; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:
The Company has not engaged in any high-risk or high-leverage investment business activities in recent years. The company's endorsement and guarantee in recent years are limited to subsidiaries in which the company holds more than 50% of the shares, and no losses have occurred. The policy for the Company’s engagement in derivatives transactions is subject to the Company’s rules. All positions traded are fully within the scope of Aopen’s business, and are carried out with the purpose of hedging most of the market price risk.
In the future, Aopen will continue to follow its established principles and will not engage in high-risk or highly leveraged investments. The policy for loaning funds to others as well as providing endorsements and guarantees will be in accordance with Aopen’s rules and systems.
(III) R&D plans, current progress of uncompleted R&D plans, additional R&D fees required, projected completion of mass production, and main factors affecting the success of R&D in the future:
The Company’s core software is embedded devices and display products and serves the potential customer base of industrial computers with innovative business models. With the digital
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transformation trend of “one stop service solutions,” we integrate and provide versatile products and services. This way, we are able to better assist our targeted customer groups in adjusting their corporate workflow so that they are able to accelerate investment in front-line service automation projects to further reduce operating costs. Moreover, the remote work performance of their employees can be managed and strengthened to increase the overall efficiency of their corporate resources, achieving the strategic goal of digital transformation.
In response to R&D development demand, the amount expected to be invested in R&D in 2026 accounted for 1.5% to 3.5% of the total revenue.
(IV) Effect on the company’s financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:
We follow domestic and foreign laws and regulations in the course of conducting our daily operations. As well as this, we keep a close eye on the development trends of domestic and foreign policies and regulatory changes. We also collect relevant information for management-level personnel to adjust the Company’s operations strategies. After evaluation, important domestic and foreign policies and regulatory changes did not have a significant impact on the Company’s financial operations in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
(V) Effect on the company’s financial operations from technological changes in the most recent fiscal year, and measures to be taken in response:
With the changes in the computer industry and their peripherals and related technologies accelerating, although there is no expected material adverse impact on the Company’s financial operations, the Company continues to pay close attention to the future development trends and market pulses of the related technologies. In the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, there were no technological changes or industrial changes that materially affected the Company’s financial operations.
(VI) Effect on the company’s crisis management of changes in the company’s corporate image, and measures to be taken in response:
We are committed to operating in our business while also maintaining a positive corporate image. To achieve this, we abide by all laws and regulations. In the most recent year and up to the date of publication of the annual report, the Company did not experience any crisis arising from corporate image change.
(VII) Expected benefits and possible risks associated with any merger and acquisitions:
In the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the Company has no significant M&A plans yet. Any M&A plan in the future will be carried out in accordance with the laws and regulations as well as the relevant management measures formulated by the Company. By doing this, we are able to thoroughly protect the interests of the Company and rights of the shareholders.
(VIII) Expected benefits and possible risks associated with any factory expansion:
At present, there are no needs or plans for the Company to expand factories.
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(IX) Risks associated with any over-concentration of sales or purchasing operations:
The Company’s suppliers include well-known domestic and international manufacturers. We maintain strong working relationships and long-term partnerships with these suppliers to ensure a stable supply chain and mitigate procurement risks. Additionally, we actively strengthen our strategic partnerships to ensure the stability of our collaborative relationships. We are also actively expanding our customer base, serving clients across various industries to reduce the significant risk associated with an excessive reliance on a single customer.
(X) Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands: None.
(XI) Effect upon and risk to company associated with any change in governance personnel or top management: None.
(XII) Litigious and non-litigious matters:
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In the most recent 2 years and up to the date of publication of the annual report, list major litigious, non-litigious or administrative disputes that have been concluded by means of a final and unappealable judgment, or are still under litigation, where such a dispute could materially affect shareholders’ equity or the prices of the company’s securities: None.
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In the most recent 2 years and up to the date of publication of the prospectus, list major litigious, non-litigious or administrative disputes that involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company, where such a dispute could materially affect shareholders’ equity or the prices of the company’s securities:
Except for Acer Inc. (Acer), a major shareholder holding a stake of greater than 10 percent, that has the following lawsuit pending, the remaining directors or general managers have no other major litigious, non-litigious or administrative disputes or administrative investigations pending. The relevant lawsuit is evaluated and analyzed as follows:
— Acer receives notices from third parties from time to time asserting patent infringement or claiming patent licenses in the course of its daily operations. Despite this, Acer does not anticipate that the outcome (individually or collectively) will have a material adverse impact on its finance or business. However, as it is difficult to predict legal proceedings, dispute resolutions may have an impact on Acer’s operating results or cash flows.
— With the international tax environment rapidly changing, and faced with an assortment of tax challenges around the world, Acer has different views from those of local taxation agencies. For tax cases (including but not limited to income tax, withholding tax and business tax) that qualify for liability recognition provisions, Acer has made appropriate estimates in accordance with the regulations. Due to the fact that tax issues are often complex and may take years to resolve, it is often difficult to anticipate the outcome of tax disputes. Based on this, the ultimate results may have an impact on Acer’s operating income or cash flows in certain points of time.
In summary, the aforementioned legal proceedings all stem from Acer’s business operations. Upon review, there appear to be no other material violations of laws or regulations or breaches of the principle of good faith, nor are there expected to be any material impacts on the Company’s future normal operations. Consequently, these matters are not expected to affect the Company’s financial operations, and therefore do not constitute circumstances that would have a material impact on the Company’s shareholders’ equity or the price of its securities.
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(XIII) Information security risk assessment analysis and actions taken in response:
Information Security Risk Assessment and Analysis:
- Identify assets: First, identify the assets in the organization, including data, systems, applications, and infrastructure, to determine which assets need to be protected.
- Risk assessment: Based on the asset assessment results, assess the potential risks associated with these assets, and determine the possible impact and probability of occurrence.
- Formulate information security strategies: According to assessment results and risk levels, formulate information security strategies and procedures to ensure that appropriate measures can control or mitigate information security risks.
- Implementation measures: According to policies and procedures, implement information security control measures, including technical measures (such as encryption and firewalls), physical measures (such as closed-circuit television and access control systems), and administrative measures (such as training and guidelines).
- Monitoring and Auditing: Monitor the effectiveness of implemented measures and procedures to ensure compliance with requirements and standards. Periodic audits are conducted to ensure that information security controls are effective.
- Feedback and Improvement: According to the results of monitoring and auditing, give feedback and improvement, and update information security policies and procedures to reflect new risks and threats.
VII. Other important matters:
Intellectual Property Management Plan and Implementation Status:
The Company implements intellectual property management practices in accordance with its operational development and applicable laws and regulations, and regularly reports on the implementation status to the Audit Committee and the Board of Directors to ensure the protection and systematic management of intellectual property rights. Intellectual property management serves not only as a core pillar of the Company's technological R&D and business operations, but also as a vital foundation for maintaining the Company's competitive advantage and sustainable development.
1. Intellectual Property Management Plan
As a multinational technology company under the Acer Group focused on the commercial sector, we embrace "Focus and Innovation" as our core values and adhere to the "Bright Ideas Connected" philosophy. We are dedicated to developing smart commercial applications and system integration solutions, and excel at combining artificial intelligence (AI) and Internet of Things (IoT) technologies to provide customers with integrated solutions for their digital transformation needs. These solutions span digital signage, smart vending machines, smart kiosks, machine vision applications, environmental sensing, and edge computing, while continuing to deepen our presence in vertical markets such as retail, transportation, automation equipment, hospitality, and healthcare.
The Company adheres to the core principles of "creating value, customer focus, corporate ethics, and caring for employees," and regards intellectual property as a vital outcome and asset of the company's innovative capabilities. To strengthen the protection of the company's R&D achievements and ensure the legitimate rights and interests of collaborative projects and customer applications, we have established and continuously refined an intellectual property management plan, with the following key points:
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(1) Copyright Management
The system integration designs, technical documents, operating manuals, visual materials, and exhibition content developed and produced by the Company constitute important intellectual property. The Company strengthens copyright management through the following measures:
- For works commissioned from external parties for design or production, written contracts clearly stipulate copyright ownership and scope of use.
- Establish a mechanism for maintaining records of copyrighted works and licensing to ensure that all content used or displayed externally by the Company complies with legal regulations.
- Conduct regular internal training to raise employees’ awareness of copyright risks.
(2) Patent Management
Adhering to the principle of balancing industrial innovation with technology protection, the Company continuously develops innovative products and system designs and actively files for domestic and international patents to safeguard its technological achievements and maintain its market competitiveness. Our patent management strategy includes:
- Regularly assessing the patentability of the Company’s products and R&D achievements and filing patent applications in a timely manner.
- Forming a cross-departmental patent review team comprising the product development and legal departments to review application directions and maintenance strategies.
- When suspected infringing products appear in the market or claims are received from third parties, promptly develop response plans to mitigate operational risks in the most effective manner.
- Actively establish technology licensing and cross-licensing cooperation mechanisms with partners to foster the development of an innovation ecosystem.
- Conduct regular internal training sessions to promote the importance of protecting patent rights.
(3) Trademark Management
The Company recognizes that brand image is one of its core assets and continues to strengthen the identity management of the “AOPEN” trademark and its sub-brands to ensure brand consistency across all regions worldwide. Key aspects of trademark management include:
- Continuously applying for and maintaining global trademark rights in accordance with product strategy planning and new market expansion needs.
- Establishing trademark usage guidelines to regulate the application and display of logos by subsidiaries and partners in each region.
- Regularly reviewing the brand portfolio to ensure that trademark strategy aligns with the company’s long-term strategy.
- Strengthening trademark monitoring and infringement prevention to safeguard brand value and market position.
- Conducting regular internal training sessions to educate employees on the importance of trademarks to the company.
(4) Trade Secret Management
The Company has established a comprehensive internal trade secret protection system. All employees are required to sign an employment contract and a confidentiality agreement upon joining the Company and must comply with the following regulations:
- Employees are obligated to maintain the confidentiality of the Company’s technical, business, and project information;
- Employees are prohibited from using or disclosing trade secrets of their former employers to uphold business ethics and ensure legal compliance;
- Employees must continue to honor their confidentiality obligations after leaving the Company and must not disclose or use Company information in any form;
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An exit review mechanism has been established to ensure the return of information assets and the revocation of account access rights, thereby preventing the risk of information leaks.
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Implementation Status
The Company places a high priority on the protection and management of intellectual property rights and continuously refines its internal systems in line with technological advancements and business development. Recent implementation efforts are as follows:
- Regularly organize intellectual property-related courses, seminars, and case studies to enhance compliance awareness among all employees;
- We have established an electronic legal and contract management system to centrally manage documents related to intellectual property licensing, patents, trademarks, and other intellectual property rights;
- We have established intellectual property review procedures for external collaborations and outsourced development to ensure clear ownership of rights;
- We monitor brand usage and technology adoption in the market to prevent potential infringement risks.
The Company will continue to optimize its intellectual property management system in accordance with changes in laws and regulations and industry trends, ensuring a balance between technological innovation, brand value, and operational freedom, and strengthening the Company’s competitiveness in the global smart applications market.
The 2024 Intellectual Property Management Plan and Implementation Status, the Company submitted the above report to the Board of Directors on November 5, 2025.
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Six. Special items to be included
I. Information on affiliates
Please refer to the MOPS, [ https://mops.twse.com.tw > Single Company > Electronic Document Download > Three-Book Form Area for Related Companies], enter the company code, and query the related information of related companies.
II. Private placement of securities in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
III. Other matters that require additional description: None.
Seven. Any of the Situations Listed in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act, Which Might Materially Affect Shareholders' Equity or the Price of the Company's Securities, Occurred in the Most Recent Fiscal Year or During the Current Fiscal Year up to the Date of Publication of the Annual Report: None.
AOPEN Incorporated
Chairman : Victor Chien
Prepared by AOPEN Incorporated
AOPEN
an Acer Group Company