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Arima Comm. — Annual Report 2025
Apr 28, 2026
52716_rns_2026-04-28_c73a3ab4-40d3-4647-a477-b665efb471bf.pdf
Annual Report
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Stock code: 8101
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ARIMA COMMUNICATIONS CORP.
2025
Annual Report
Annual Report is available at
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
and Company website: http:// www.arimacomm.com.tw
1. Spokesperson & Deputy
SpokespersonName of Spokesperson: He Wenkui
Title: President
E-mail: [email protected]
Tel: 886-2-26587718 (Representative Number) Name of Deputy Spokesperson: Wu, Shu Yong
Title: Vice President
E-mail: [email protected]
Tel: 886-2-26587718 (Representative Number)
- Address and Telephone Number of the Company and Factory
Company Address: 7th Floor, No. 2, Lane 258, Ruiguang Road, Neihu District, Taipei CityFactory Address: No. 509, Zhang Qing Rd, Wujiang, Suzhou, Jiangsu P.R.C. Tel: 886-2-26587718 (Representative Number)
- Agent for Stock Affairs
Name: Stock Affairs Department of Grand Fortune Securities Co., Ltd.
Address: 6th Floor, No. 6, Section 1, Zhongxiao West Road, Zhongzheng District, Taipei City Tel: 886-2-23711658 (Direct Line)
Website: http://www.gfortune.com.tw
- Recent annual financial report certified by accountant Name of Accountants: Kuo, Chenyu; Chen, Kuang-Hui Name of Accounting Firm: ShineWing CPAs
Address: 11F., No. 1, Sec. 4, Nanjing E. Rd., Songshan Dist., Taipei City 105609 , Taiwan(R.O.C.) Tel: 886-2-27886696 (Representative Number)
Website: https://www.swtw.com.tw//
-
Overseas Securities ExchangeName: Nil
-
Corporate Website:http://www.arimacomm.com.tw
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Table of Contents
I. Report to shareholders ....................................................................................................... 1 II. Corporate governance report 1. Organizational system .................................................................................................. 6 2. Information on directors, supervisors, general managers, deputy general managers, assistant managers, and heads of departments and branches ....................................... 9 3. Corporate governance operations ................................................................................. 28 4. Information on public expenses of the accountant ....................................................... 62 5. Information on the change of accountant ..................................................................... 63 6. The chairman, general manager, or managerial officer in charge of financial or accounting affairs of the company within the most recent year He has worked in the firm of a certified public accountant or its affiliates ...................................................... 63 7. In the most recent year and as of the date of publication of the annual report, the number of directors, supervisors, managerial officers, and shareholding ratios exceeded the Shareholders' equity transfer and equity pledge changes of more than 10% ........... 64 8. The top 10 shareholders are related parties, spouses, or within the second degree of kinshipinformation on kinship .......................................................................................... 64 9. The company, its directors, supervisors, managerial officers, and business pairs directly or indirectly controlled by the company The number of shares held by the same invested enterprise shall be combined to calculate the comprehensive shareholding ratio ............................................................................................................. 66 III. Fundraising status 1. Capital and shares ......................................................................................................... 67 2. The handling of corporate bonds .................................................................................. 72 3. The status of the handling of preferred shares .............................................................. 72 4. The status of the handling of overseas depositary receipts .......................................... 73 5. The handling of employee stock option certificates ..................................................... 73 6. The handling of new shares with restricted employee rights ....................................... 73 7. Mergers and acquisitions or the issuance of new shares by other companies .............. 73 8. The implementation of the fund utilization plan .......................................................... 73 IV. Operational Overview 1. Business content ........................................................................................................... 74 2. Overview of the market and production and sales ....................................................... 82 3. The number of employees in the most recent two years and as of the date of publication of the annual report, and the average number of years of service Ratio of qualifications, average age, and educational qualifications ........................... 92 4. Information on environmental protection expenditures ............................................... 92 5. Labor relations .............................................................................................................. 93 6. Information and communication security management ............................................... 96 7. Important contracts ....................................................................................................... 99 V. Review and analyze the financial condition and financial performance, and evaluate risk matters 1. Financial status ............................................................................................................. 101 2. Financial performance .................................................................................................. 103 3. Cash flow ...................................................................................................................... 105
~ I ~
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- The impact of significant capital expenditures on financial operations in the most recent year .................................................................................................................... 107 5. The reinvestment policy for the most recent year, the main reasons for its profit or loss, the improvement plan, and the future one annual investment plan ..................... 107 6. Analysis and assessment of risk matters for the most recent year as of the date of publication of the annual report ....................................................................... 108 7. Other important matters ................................................................................................ 118 VI. Special matters 1. Information related to affiliates .................................................................................... 119 2. The status of private placement of securities in the most recent year and as of the date of publication of the annual report ....................................................................... 119 3. The status of the subsidiary's holdings or disposals of the Company's shares in the most recent year and as of the date of publication of the annual report ....................... 123 4. Other necessary supplementary explanations ............................................................... 123 5. In the most recent year and as of the date of publication of the annual report, Article 36, paragraph 2 of the Securities and Exchange Act has occurred Matters specified in subparagraph (2) that have a material impact on shareholders' equity or securities prices ............................................................................................ 123
~ II ~
I. Report to shareholders
Dear Ladies and gentlemen,
The following is a report on the operating results for fiscal year 2025
and the operating outlook for fiscal year 2026:
1. Business results for the 2025 fiscal year
(1) Analysis of financial income and expenditure and profitability:
In 2025, the company is still in the stage of transformation and
adjustment, with products transforming from mobile phone
communication application modules and terminal products to drones
and subsystems, high-frequency RF transceiver modules, and high-
frequency power amplifiers. Due to product line adjustments, new
product development and market development still require some time
and investment, and the contribution of new products to revenue and
profit has not yet been seen. However, due to the growth of the OEM
business in Indonesia, revenue has increased, and operating losses
have also narrowed relatively. The Company's consolidated revenue
for the full year was NT$391 million, an increase of approximately
165.99% from NT$147 million in FY113, gross profit was NT$74 million,
a significant increase from NT$42 million in the previous year, and
the consolidated net loss after tax was approximately NT$1.11
billion, and the net loss after tax per share was NT$3.15
(2) Implementation results of the business plan:
In the past year, in response to the outward migration of
industries in the mainland market and the shrinking demand for
manufacturing and production, we have also significantly reduced
the scale of production in mainland China. After the end of our
manufacturing business in mainland China, we switched to
outsourcing production to reduce operating expenses. In addition,
we increased the proportion of investment in the Indonesian
factory and expanded production capacity, shifted our
~ 1 ~
manufacturing focus to Southeast Asia, and established
manufacturing centers in the fast-growing emerging markets of
Southeast Asia.
In terms of new product development, we participated in the
Taiwan Military Industry Exhibition in September 2025 and
officially entered the drone industry, and participated in the
exhibition with large unmanned helicopters and VTOL drones with
vertical take-off and landing, actively exploring the
international market and Taiwan's government bids. In addition to
obtaining bids from the Chinese Academy of Sciences for RF modules
and power amplifiers, we also want to apply the module parts to
products of low-orbit satellites. The first case of the Chinese
Academy of Sciences has been delivered in 2025, and we look
forward to these products entering the supply chain of the
military industry. In response to unfavorable factors in the
market, we have also reduced production lines in mainland China to
improve operational efficiency. In terms of financial structure
improvements, we have adjusted our financial structure to be
healthier through significant capital reductions and private
placement capital increases over the past year, which are also
quite positive in terms of market reaction to stock prices
2. Business outlook for 2026
Looking forward to 2026 years, the US-China trade issue is still
ongoing, and under geopolitical wrestling, the "non-red supply chain"
has become an irreversible trend. We will stay in Taiwan in research
and development, establish Taiwan's local supply chain, and move the
manufacturing center to Indonesia to minimize the impact of trade
tariffs and red supply buttons. In addition to exploring overseas
markets for drone applications. In addition, in the domestic market,
~ 2 ~
we are actively expanding UAV government bids and products in the
military industry. The Indonesian factory's revenue this year will
increase slightly compared to last year, and with the sales results
of new drone products, we will move towards our goals more steadily
this year
(1) Business policy:
1. Strengthen the development and application of drone products
- `(1) Large unmanned helicopters: mainly in the international market, and their application fields are agriculture (sowing, fertilization, pesticides), disaster relief (earthquakes, water, fires, wind disasters and forest firefighting), inspection (land and infrastructure), logistics and plant protection (ESG-related, large-scale afforestation).`
- `(2) Medium-sized VTOL drones and cruise missiles: mainly for domestic government bids, mainly for military (reconnaissance, combat, reconnaissance and reconnaissance integration) and commercial (agriculture, disaster relief, mapping, power/communications/oil pipeline and other infrastructure inspections).`
2. Development of key subsystems for drones
- `Independently develop the core subsystems of UAVs, including`
- `flight control, optical payload, image transmission, and communication subsystems, and establish local and non-red supply keys.`
3. In addition to the original communication products for consumer and commercial applications, we have also invested in the development of high-frequency and high-power related products:
- `(1) Phased array radar and other military modules.`
- `(2) Front-end high-frequency module for low-orbit satellite communication.`
~ 3 ~
These new products have a market with great growth in the future
4. Strengthen the competitiveness of the EMS business in Indonesia: Continue to expand the business and production capacity scale
of the Indonesian factory, optimize costs, increase profits, and expand product OEM and domestic and foreign market opportunities in the Indonesian market and ASEAN countries with the Indonesian factory as the core.
(2) Important production and marketing policies:
1. Transform the drone industry, and actively develop drone-related businesses and applications, and it is estimated that the domestic bidding market will start shipping in Q4, which can greatly improve revenue and profits.
- `(1) International business expansion: Focusing on large unmanned helicopters, we will explore the`
- `US/Brazil/India/Australia/Indonesia markets, mainly in`
- `agriculture/disaster relief applications.`
- `(2) Domestic market: mainly domestic government bids. Business opportunities in the domestic market include demand for national defense and military use and demand for official commercial use.`
2. Develop RF/PA module products and continue to develop military, aerospace and low-orbit satellite communication-related markets.
3. Expand the market share of parking systems.
4. The Indonesian factory and major OEM customers are discussing new cooperation models to expand turnover and orders, and stabilize orders for the next three years.
5. Continuous capital increase to improve the financial structure.
(3) The company's future development strategy is affected by external competition, the regulatory environment, and the overall operating environment:
In response to the rapid changes in the market, we
~ 4 ~
strategically choose markets such as the domestic and European
and American markets that have a differentiated red supply chain
to reduce external competition and strengthen Taiwan's supply
chain.
In the new year, the management team will continue to uphold the
spirit of unremitting struggle, work together to overcome
difficulties, and strive to achieve the goal of turning losses into
profits, and strive to achieve the goal to repay the support of
shareholders
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Chairman: Li Sentian
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Manager: He Wenkui
Accounting supervisor: You Kuntian
~ 5 ~
II . Corporate governance report
1. Organizational system
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Data date: December 31, 2025
~ 6 ~
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(2) Operations operated by major departments
| (2) Operations | operated by major departments |
|---|---|
| By Sector | Duties and duties |
| Audit room | Investigate and evaluate the soundness, rationality, and effectiveness of the company's internal control and management systems, audit the efficiency of each unit in the enterprise in implementing the company's plans or policies and their designated functions, plan, implement, report, and reconfirm corrective measures for internal business audits, reconfirm business improvement plans, make suggestions, follow up and reconfirm results, inspect and evaluate the operational activities and provide services of each department, design and implement internal audit work. |
| Legal Office | Responsible for legal affairs related to litigation, contract review, contract formulation, contract modification, and other legal affairs, as well as handling patent investigations, research, applications, and preservation matters, and providing internal legal consultation. |
| Management Office |
1. Responsible for the company's information development, information security, and information usage order strategy formulation and implementation system development, software/hardware technical support, computer software/hardware equipment management information system overall promotion, and implementation of network system maintenance and user rights control 2. Coordinate the promotion of human resources, general affairs and staff work. |
| Finance Division |
Financial planning, fund management and scheduling, preparation of financial statements, budget compilation and variance analysis, tax declaration, and reporting to the competent authority. |
| New Product Development Division |
Active Electronically Scanned Array (AESA) radar transceiver modules, high- power solid-state amplifiers, unmanned aerial vehicles and their subsystems |
| R&D center | 1. Software R&D Center: Responsible for the development of new mobile phone products, improvement of old products, design, research, and development of new products and technologies, planning and execution, responsible for the development of new models, assisting production units in improving quality and production capacity, product-related technical support and consultation, enhancing corporate image and promoting the promotion of company marketing activities, strategic marketing, interface vision and appearance design. 2. Hardware R&D Center: antenna design,acoustic and electrical design, |
- 7 -
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| mechanical design, and parts engineering planning for mobile phones. | |
|---|---|
| Business Development Center |
Development and promotion of domestic and foreign markets, contact, review, follow-up, sales promotion of customer order contracts, sales promotion of customer service maintenance window, consultation, handling of customer complaints and replying to customer satisfaction surveys, collection and feedback of domestic and foreign market intelligence, formulation of marketing policies and sales targets, collection of accounts, etc. |
| Procurement Office |
New manufacturer development, parts negotiation, supplier management, improvement of major material shortages, and planning contingency methods. |
- 8 -
2. Information on directors, supervisors, general managers, deputy general managers, assistant managers, and heads of departments and branches
(1) Information on directors and supervisors
- The names of the directors and supervisors, their main experience (education), their current positions in the Company and other companies, the date of election (inauguration), the term of office, the date of initial election, and the professional knowledge and independence of the directors and supervisors, as well as their professional knowledge and independence in holding shares in the names of others
March 31, 2026 Unit: Shares; %
Title |
nationality orplace ofregistration |
Name |
Gender/Age |
Date ofelection( inauguration). |
tenure |
Dateofinitialelection |
Holding sharesat the time ofelection |
Holding sharesat the time ofelection |
The number ofshares heldnow |
The number ofshares heldnow |
Spouse andminorchildren nowhold shares |
Spouse andminorchildren nowhold shares |
Use the nameof anotherperson tohold shares |
Use the nameof anotherperson tohold shares |
The mainscriptures(Education)qualifications |
Hecurrentlyholdspositionsin theCompanyand othercompanies |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Not e (No te 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number ofshares |
shareholdingratio |
Number ofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Title |
Name |
relationship |
||||||||||
Chairman |
Republicof China |
LiSentian |
Male,71-75yearsold |
2023..06.27 | 3years |
2020.06 .22 |
14,558, 465 |
29.43% | 159,9 42 |
0.32% | - | - | Department ofElectricalEngineering,NationalTaiwanUniversity,Chairmanof HuayuSolarEnergyCo .,Ltd.,andChairman |
(Note 1) |
- | - | - | Non e |
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Title |
nationality orplace ofregistration |
Name |
Gender/Age |
Date ofelection( inauguration). |
tenure |
Dateofinitialelection |
Holding sharesat the time ofelection |
Holding sharesat the time ofelection |
The number ofshares heldnow |
The number ofshares heldnow |
Spouse andminorchildren nowhold shares |
Spouse andminorchildren nowhold shares |
Use the nameof anotherperson tohold shares |
Use the nameof anotherperson tohold shares |
The mainscriptures(Education)qualifications |
Hecurrentlyholdspositionsin theCompanyand othercompanies |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Not e (No te 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number ofshares |
shareholdingratio |
Number ofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Title |
Name |
relationship |
||||||||||
ofHuaguanCommunicationsCo., Ltd |
||||||||||||||||||||
Director |
Republicof China |
HuayuSolarEnergy Co .,Ltd |
2023..06.27 | 3years |
1999.08 .09 |
71,858, 003 |
34.53% | 2885,4 80 |
5.83% | - | - | - | - | Notapplicable |
Notapplicable |
Notapplicable |
Notapplicable |
Notapplicable |
Non e |
|
| Represent ative of HuayuSolarCo ., Ltd |
Republicof China |
Theforestvalleyissteep |
Male,51-60yearsold |
2023..06.27 | 3years |
2023..0 6.27 |
- | - | - | - | - | - | - | - | Ph.D. inManagementScience,TamkangUniversityVisitingprofessorat theUniversityofMichigan,USAVisitingprofessorat theUniversityof LyonIII, France |
Professorof theDepartment ofAccounting ofTamkangUniversity |
- | - | - | Non e |
| Represent ative of HuayuSolarCo ., Ltd |
Republicof China |
GanMingxiang |
Male,71-75yearsold |
2023..06.27 | 3years |
2023..0 6.27 |
MBA fromtheUniversity ofLeicester, UKDeputyGeneral |
YidingCo., Ltd.BaixuanCo., Ltd.Legalpersondirectorappointee |
- | - | - | Non e |
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Title |
nationality orplace ofregistration |
Name |
Gender/Age |
Date ofelection( inauguration). |
tenure |
Dateofinitialelection |
Holding sharesat the time ofelection |
Holding sharesat the time ofelection |
The number ofshares heldnow |
The number ofshares heldnow |
Spouse andminorchildren nowhold shares |
Spouse andminorchildren nowhold shares |
Use the nameof anotherperson tohold shares |
Use the nameof anotherperson tohold shares |
The mainscriptures(Education)qualifications |
Hecurrentlyholdspositionsin theCompanyand othercompanies |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Not e (No te 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number ofshares |
shareholdingratio |
Number ofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Title |
Name |
relationship |
||||||||||
Managerof CompalIndustrialComputerCo., LtdDeputyGeneralManagerofWistrangCo., LtdHe is adirectorof YoushuCo., Ltd |
||||||||||||||||||||
Director |
Republicof China |
QiuZhizhe |
Male,71-75yearsold |
2023.06.27 | 3years |
2018.02 .13 |
- | - | - | - | -- | -- | - | - | Master ofFinancefrom theUniversity ofTexas atHouston,USA,ChairmanofJindingInvestment TrustCompany |
Chairmanof CEFCOptoelectronicTechnologyCo., Ltd |
- |
- | - | Non e |
Director |
Republicof China |
ChenWenxi |
Male,71-75yearsold |
2023.06.27 | 3years |
2014.06 .23 |
- | - | - | - | - | - | - | - | Department ofElectronicEngineering, |
Directorof CEFCOptoelectronicTechnolog |
- | - | - | Non e |
==> picture [24 x 66] intentionally omitted <==
Title |
nationality orplace ofregistration |
Name |
Gender/Age |
Date ofelection( inauguration). |
tenure |
Dateofinitialelection |
Holding sharesat the time ofelection |
Holding sharesat the time ofelection |
The number ofshares heldnow |
The number ofshares heldnow |
Spouse andminorchildren nowhold shares |
Spouse andminorchildren nowhold shares |
Use the nameof anotherperson tohold shares |
Use the nameof anotherperson tohold shares |
The mainscriptures(Education)qualifications |
Hecurrentlyholdspositionsin theCompanyand othercompanies |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Not e (No te 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number ofshares |
shareholdingratio |
Number ofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Title |
Name |
relationship |
||||||||||
TamkangUniversity |
y Co.,Ltd |
|||||||||||||||||||
Director |
Republicof China |
InventecCo.,Ltd |
2023.06.27 | 3years |
2021.06 .20 |
21,114, 466 |
10.15% | 1,478,0 12 |
2.99% | - | - | - | - | Notapplicable |
Notapplicable |
- | - | - | Non e |
|
| Represent ative ofInventecCo ., Ltd |
Republicof China |
YouJinbao |
Male56-60yearsold |
2023.06.27 | 3years |
2015.11 .28 |
- | - | - | - | - | - | - | - | Department ofAccounting,NationalChengKungUniversityMaster ofBusinessAdministrationfromNationalChengchiUniversity |
(Note 2) |
- | - | - | Non e |
IndependentDirector |
UnitedStates |
Chung Chieh Kuo |
Male,61-65yearsold |
2023.06.27 | 3years |
2002.06 .20 |
- | - | - | - | - | - | - | - | Ph.D.from MIT,professorofelectricalengineering atUSC, andacademician of theEngineeri |
Professorof theDepartment ofElectricalEngineering at USC |
‐ |
‐ |
‐ |
Non e |
==> picture [24 x 66] intentionally omitted <==
Title |
nationality orplace ofregistration |
Name |
Gender/Age |
Date ofelection( inauguration). |
tenure |
Dateofinitialelection |
Holding sharesat the time ofelection |
Holding sharesat the time ofelection |
The number ofshares heldnow |
The number ofshares heldnow |
Spouse andminorchildren nowhold shares |
Spouse andminorchildren nowhold shares |
Use the nameof anotherperson tohold shares |
Use the nameof anotherperson tohold shares |
The mainscriptures(Education)qualifications |
Hecurrentlyholdspositionsin theCompanyand othercompanies |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Spouse or otherofficers, directors, orsupervisors within thesecond degree of kinship |
Not e (No te 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number ofshares |
shareholdingratio |
Number ofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Title |
Name |
relationship |
||||||||||
ngScienceGroup ofAcademiaSinica |
||||||||||||||||||||
IndependentDirector |
Republicof China |
LuZongxian |
Male,61-65yearsold |
2023.06.27 | 3years |
2011.06 .20 |
- | - | - | - | - | - | - | - | Department ofAccounting ofSoochowUniversity, SeniorExecutiveVicePresidentof QunyiSecurities,GeneralManagerof HunanChangyuanLithiumTechnology Co.,Ltd |
DirectorofJiayangBiotechnology Co.,Ltd |
- | - | - | Non e |
IndependentDirector |
Republicof China |
GaoYonghao |
Male,51-60yearsold |
2023.06.27 | 3years |
2023.06 .27 |
- | - | - | - | - | - | - | - | Master ofEMBA inAccounting andManagementDecision-Making,NationalTaiwan |
(Note 3) |
- | - | - | Non e |
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==> picture [670 x 202] intentionally omitted <==
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Note 1: CEFC Optoelectronics Co., Ltd., Guangli Energy Co., Ltd., Fuhua Optoelectronics Co., Ltd., Huaguang Energy Co., Ltd., Detian Agricultural Biotechnology
-
Co., Ltd., Yaen Biomedical Co., Ltd. Representatives, Qiqi Computer Co., Ltd., Yakmi Technology Co., Ltd., Yaang Biotechnology Co., Ltd. Directors
-
註2:Inventech Technology、Inventec Technology (Vietnam) Company Limited及Inventec Electronics (Thailand) Co.,Ltd. director;Yingyuanda Investment、Inventec,
-
Inventec Intelligent Mobility and NetVision Technology Supervisors;CEO of Inventec Group Charitable Foundation;Inventec Development Japan Corporation 及Inventec Japan Corporation Supervisor。
-
Note 3: Independent director of Ruibao Gene Co., Ltd., supervisor of Ruiguang Health Technology Co., Ltd., supervisor of Crescent Investment Co., Ltd., and supervisor of Sprout Network Co., Ltd
Note 4: If the chairman of the company and the general manager or equivalent person (chief manager) are the same person, and they are each other's spouses or firstdegree relatives, the reason, reasonableness, necessity, and relevant information on countermeasures (such as increasing the number of independent directors and having more than half of the directors do not concurrently serve as employees or managers, etc.).
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2. Major shareholders of corporate shareholders
March 31 2026
| March 31 2026 | |
|---|---|
| Name of the shareholder of the legal person (Note 1). |
Major shareholders of corporate shareholders (Note 2) |
| Huayu Solar Co., Ltd | Baoheng Co., Ltd. (64.55%), Huaguan Biomedical Materials Co., Ltd. (6.77%), Li Sentian (5.72%), Huasen Biochemical Technology Co., Ltd. (2.78%), Li Su Meiliang (1.95%), Meihua Industrial Co., Ltd. (1.27%), Guanru Investment Co., Ltd. (0.85%), Li Fazheng (0.66%), Zhu Bingming (0.60%), Li Youde (0.54%) |
| Inventec Co., Ltd | Cathay Taiwan ESG Sustainable High Dividend ETF Fund Account (5.32%), Ye Guoyi (4.92%), Yuanta Taiwan High Dividend Securities Investment Trust (3.09%), Shixun Investment Co., Ltd. (3 71%), Laichun Investment Co., Ltd. (3.81%), Guoxie Investment Co., Ltd. (3 53%), Fudai Investment Co., Ltd. (3. 53%), Ye Licheng (3.27%), Li Shiqin (3.23%), Ye Liquan(2.60%) |
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Note 1: If the director is a representative of a legal person shareholder, the name of the legal person shareholder should be filled in.
-
Note 2: Fill in the name of the major shareholder of the legal person shareholder (the top 10 shareholding ratio) and its shareholding ratio. If the major shareholder is a legal person, the following table should be filled in.
-
Note 3: If the corporate shareholders are not a corporate organization, the names of the shareholders and shareholding ratios to be disclosed above are the names of the investors or donors and their capital contribution or contribution ratios
3. The major shareholder of the legal person shareholder is a representative of the corporate shareholder
March 31 2026
| corporate shareholder | March 31 2026 |
|---|---|
| Legalperson name(Note 1). | Major shareholders of legalpersons(Note 2). |
| Huasen Biochemical Technology Co., Ltd |
Li Su Meiliang (99%), Li Zhaohua (0.4%), Li Daizhen (0.2%), Hua Mingzi(0.2%), Li Mingsui(0.2%) |
| Meihua Industrial Co., Ltd | Li Su Meiliang (99.8125%), Li Zhaohua (0.0625%), Li Mingsui (0.0625%), Li Daizhen(0.0625%) |
| Huaguan Biomedical Materials Investment Co., Ltd |
Li Su Meiliang (75.6%), Li Zhaohua (10%), Li Mingsui (10%), Huasen Biochemical Technology Co., Ltd. (2%), Li Daizhen (2.2%) |
| Guanru Investment Co., Ltd | Huaguan Communications Co., Ltd.(100%) |
| Baoheng Co., Ltd | Li Su Meiliang (97%), Li Zhaohua (0.5%), Li Mingsui (0.5%), Li Daizhen (0.5%), Li Sentian (0.5%), Hua Mingzi (0.5%), Hong Qiongru (0.5﹪) |
| Cathay Pacific Taiwan ESG Sustainable High Dividend ETF Fund Account |
Cathay Financial Holdings Co., Ltd. (100%) |
- 15 -
==> picture [67 x 24] intentionally omitted <==
| Yuanta Taiwan High Dividend Securities Investment Trust |
Yuanta Financial Holdings Co., Ltd. (74.36%) |
|---|---|
| Shixun Investment Co., Ltd | Wen Shizhi (35.45%), Wen Shiyi (32.27%), Huang Yuemin (9.96%) |
| Laichun Investment Co., Ltd | The Seeing Taiwan Foundation (49.90%) and Chenghan Investment Co., Ltd.(50.10%) |
| Guoxie Investment Co., Ltd | First Generation Investment Co., Ltd.(100%) |
| Fudai Investment Co., Ltd | First Generation Investment Co., Ltd.(100%) |
-
Note 1: If the major shareholder in Table 1 above is a legal person, the name of the legal person should be filled in.
-
Note 2: Fill in the name of the major shareholder of the legal person (its shareholding ratio is the top ten) and its shareholding ratio.
-
Note 3: If the corporate shareholders are not a corporate organization, the names of the shareholders and shareholding ratios to be disclosed above are the names of the investors or donors and their capital contribution or contribution ratios
-
The professional knowledge and independence of the directors and supervisors
| conditions Name |
Professional Qualifications and Experience |
Independe nce situation |
He also serves as an independent director of other public companies |
|---|---|---|---|
| Li Sentian | Graduated from the Department of Electrical Engineering of National Taiwan University, served as the chairman of the company for many years, and has rich industry experience |
- |
- |
| Qiu Zhizhe | Master of Finance from the University of Texas at Houston, Chairman of Jinding Investment Trust, and has rich industry experience |
- |
- |
| Inventec Co., Ltd Representative: You Jinbao |
Deputy General Manager of Inventec Co., Ltd. and Director of Inventec Technology Co., Ltd., with rich industry experience |
- |
- |
| Chen Wenxi | Department of Electronic Engineering of Tamkang University, Chairman of Sitong Technology Co., Ltd., Chairman of Lianyang Semiconductor Co., Ltd., and Deputy General Manager of the Second Business Group of UMC Co., Ltd., he has rich industry experience |
- |
- |
- 16 -
==> picture [67 x 24] intentionally omitted <==
| Chung Chieh Kuo | He is a Ph.D. from the Massachusetts Institute of Technology and a professor at the Department of Electrical Engineering at the University of Southern California, and has more than five years of public and private college qualifications in related disciplines required for corporate business. |
Please refer to the independence of independent directors |
- |
|---|---|---|---|
| Lu Zongxian | Senior Executive Vice President of Qunyi Securities and General Manager of Hunan Changyuan Lithium Co., Ltd., with experience in technology, financial industry, and professional background in accounting and finance. |
Please refer to the independence of independent directors |
- |
| Gao Yonghao | Master of EMBA in Accounting and Management Decision-making Group, National Taiwan University, principal accountant of Yuanzhan United Accounting Firm |
Please refer to the independence of independent directors |
|
| Gan Mingxiang | Deputy General Manager of Wistrang |
||
Co., Ltd.,Deputy General Manager of |
|||
| Compal Industrial Computer Co., Ltd | |||
The forest valleyis steep |
Ph.D. from the Institute of Management |
||
Sciences,TamkangUniversity, |
|||
professorand chief financial officerof the Department of Accounting ofTamkang University |
- 17 -
==> picture [67 x 24] intentionally omitted <==
(2) General manager, deputy general manager, assistant manager, and heads of departments and branches
| 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | 2026/03/31 Unit: Shares;% | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Title |
Nationality |
Name |
Gender |
Date ofelection(inauguration ). |
Holdings |
Spouses and minorchildren holdshares |
Use the name ofanother person tohold shares |
Main experience(education). |
Currentlyholdingpositionsin othercompanies |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
Remarks (Note 1) |
|||||
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Jobtitle |
Name |
relationship |
||||||||
GeneralManager |
Republic ofChina |
ZhouZhaocheng |
Male |
106.03.31 | 348 | 0.00% | - | - | - | - | Department ofHydraulicEngineering,National ChengKungUniversity,Master of Business Administration from Santa Clara University ,FinancialAssociate ofASE Co., Ltd.,Vice Presidentof Operationsof All DigitalInternationalVideo Co.,Ltd., DeputyGeneralManager/SpecialAssistant tothe Chairman ofthe FinanceDepartment ofHuaguanCommunicationsCo., Ltd |
None |
- | - | - | - |
- 18 -
==> picture [67 x 24] intentionally omitted <==
Title |
Nationality |
Name |
Gender |
Date ofelection(inauguration ). |
Holdings |
Holdings |
Spouses and minorchildren holdshares |
Spouses and minorchildren holdshares |
Use the name ofanother person tohold shares |
Use the name ofanother person tohold shares |
Main experience(education). |
Currentlyholdingpositionsin othercompanies |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
Remarks (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Jobtitle |
Name |
relationship |
||||||||
GeneralManager |
Republic ofChina |
He Wenkui |
Male |
2025.09.01 | - | - | - | - | - | - | Department ofNuclearEngineering,NationalTsinghuaUniversity,Institute ofBusinessAdministration,NationalCentralUniversity,Information andCommunicationComputer, DabaElectronics,Mingqi Dentsu,Compal Computer |
None |
- | - | - | - |
DeputyGeneralManager |
Republic ofChina |
WuShuyong |
Male |
100.10.01 | - | - | - | - | - | - | Department ofElectricalEngineering,NationalUnitedInstitute ofTechnology,CommunicationsDepartment ofShengbaoCompany, DabaElectronics |
None |
- | - | - | - |
- 19 -
==> picture [67 x 24] intentionally omitted <==
Title |
Nationality |
Name |
Gender |
Date ofelection(inauguration ). |
Holdings |
Holdings |
Spouses and minorchildren holdshares |
Spouses and minorchildren holdshares |
Use the name ofanother person tohold shares |
Use the name ofanother person tohold shares |
Main experience(education). |
Currentlyholdingpositionsin othercompanies |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
have a spouse or arelationship withinthe second degree ofkinshipmanager |
Remarks (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Numberofshares |
shareholdingratio |
Jobtitle |
Name |
relationship |
||||||||
DeputyGeneralManager |
Republic ofChina |
You KunChu |
Male |
113.12.23 | - | - | - | - | - | - | Department ofAccounting, FuJen University,Taiwan OccitecCo., Ltd.,Weige BakeryCo., Ltd.,ChanghongInternationalCo., Ltd |
None |
- | - | - | - |
Associate |
Republic ofChina |
JiangJinquan |
Male |
103.10.01 | 2,625 | 0.00% | - | - | - | - | Institute ofInternationalFinance andFinance,National TaipeiUniversity,ZhongxinCertifiedPublicAccountants,Daan Bank |
None |
- | - | - | - |
Note 1: If the general manager or equivalent position (top manager) and the chairman are the same person, and they are each other's spouses or first-degree relatives, they should disclose the reasons, reasonableness, necessity, and relevant information on countermeasures (such as increasing the number of independent directors, and more than half of the directors should not concurrently serve as employees or managers, etc.).
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- 20 -
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(3) The remuneration paid to general directors, independent directors, supervisors, general managers, and deputy general managers in the most recent year
1. Remuneration of general directors and independent directors
2025 years; Unit: NT$thousand
Title |
Name |
Director's remuneration |
Director's remuneration |
Director's remuneration |
Director's remuneration |
A,B,C,andDas apercentageof netprofitafter tax(%) |
A,B,C,andDas apercentageof netprofitafter tax(%) |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
Part-time employees receive relevant remuneration |
A、B、C、D 、E、F及G等七項總額占 稅後純益之比 例(%) |
A、B、C、D 、E、F及G等七項總額占 稅後純益之比 例(%) |
Recei ve remu nerat ion from reinv ested enter prise s or pare nt comp anies other than subsi diari es |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Reward(A). |
RetirementPension(B) |
Director'sremuneration(C). |
businessExecutioncosts(D)Note 1 |
Salary,bonuses, andspecialexpenses, etc.(E). |
RetirementPension (F) |
Employee |
compensation(G). |
|||||||||||||||
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Thecompany |
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|||||
Cashamount |
stocksAmount |
CashAmount |
stocksAmount |
|||||||||||||||||||
Chairman |
Li Sentian |
4,200 | 4,200 | - | - | - | - | - | - | (4.16) | (4.16) | - | - | - | - | - | - | (4.16) | (4.16) |
None | ||
Director |
InventecCo.,LtdRepresentative- You Jinbao |
- |
- | - | - | - | - | 245 | 245 | (0.24) | (0.24) | - | - | - | - | - | - | - | - | (0.24) | (0.24) |
None |
Director |
Huayu SolarEnergyCo ., LtdRepresentative- Gan Mingxiang |
- |
- | - | - | - | - | 245 | 245 | (0.24) | (0.24) | - | - | - | - | - | - | - | - | (0.24) | (0.24) |
None |
Director |
Huayu SolarEnergyCo ., LtdRepresentative- Lin Gujun |
- |
- | - | - | - | - | 245 | 245 | (0.24) | (0.24) | - | - | - | - | - | - | - | - | (0.24) | (0.24) |
None |
Director |
Chen Wenxi |
- | - | - | - | - | - | 240 | 240 | (0.24) | (0.24) | - | - | - | - | - | - | - | - | (0.24) | (0.24) |
None |
Director |
Qiu Zhizhe |
- | - | - | - | - | - | 245 | 245 | (0.24) | (0.24) | - | - | - | - | - | - | - | - | (0.24) | (0.24) |
None |
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- 21 -
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IndependentDirector |
Lu Zongxian |
- | - | - | - | - | - | 485 | 485 | (0.48) | (0.48) | - | - | - | - | - | - | - | - | (0.48) | (0.48) |
None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
IndependentDirector |
Chung Chieh Kuo |
- | - | - | - | - | - | 480 | 480 | (0.48) | (0.48) | - | - | - | - | - | - | - | - | (0.48) | (0.48) |
None |
IndependentDirector |
Gao Yonghao |
- | - | - | - | - | - | 485 | 485 | (0.48) | (0.48) | - | - | - | - | - | - | - | - | (0.48) | (0.48) |
None |
1.Please specify the policy, system, standards, and structure of the remuneration payment of independent directors, and describe the relationship with the amount ofremuneration according to factors such as responsibilities, risks, and investment time(1) Independent directors shall pay a fixed amount of business execution fees every month.(2) If the company makes a profit during the year, no more than 3% shall be allocated as directors' remuneration, but if the company still has losses, it shallreserve the amount to make up for it in advance. |
Please specify the policy, system, standards, and structure of the remuneration payment of independent directors, and describe the relationship with the amount of remuneration according to factors such as responsibilities, risks, and investment time (1) Independent directors shall pay a fixed amount of business execution fees every month. (2) If the company makes a profit during the year, no more than 3% shall be allocated as directors' remuneration, but if the company still has losses, it shall reserve the amount to make up for it in advance.
Note 1: Refers to the relevant business execution expenses of directors in the most recent year (including transportation expenses, special expenses, various allowances, in-kind provision of dormitories, vehicle allocation, etc.).
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- 22 -
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2. The remuneration of the general manager and deputy general manager
2025 years; Unit: NT$thousand; thousand shares
Job title |
Name |
Salary(A). |
Salary(A). |
RetirementPension(B) |
RetirementPension(B) |
Prize andSpecialExpenses, etc.(C) |
Prize andSpecialExpenses, etc.(C) |
Employee remuneration amount(D). |
Employee remuneration amount(D). |
Employee remuneration amount(D). |
Employee remuneration amount(D). |
A,B,C, andDas a percentageof net profitafter tax (%) |
A,B,C, andDas a percentageof net profitafter tax (%) |
Receive remuneration from reinvested enterprises or parent companies other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company |
Allcompaniesin thefinancialreport |
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Company |
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financialreportsAll companies |
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|||||
Cashamount |
stockamount |
Cashamount |
stockamount |
|||||||||||
| General Manager |
Zhou Zhaocheng |
5,895 |
5,895 | 322 | 322 | - | - | - | - | - | - | (6.16) | (6.16) | None |
| General Manager |
He Wenkui | |||||||||||||
| Deputy General Manager |
Wu Shuyong |
|||||||||||||
| Deputy General Manager |
You Kun Chu |
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- 23 -
Compensation Level Table
==> picture [67 x 24] intentionally omitted <==
| The remuneration scale of each general manager and deputy general manager of the Company shall bepaid |
Names of thegeneral manager and deputy general manager | Names of thegeneral manager and deputy general manager |
|---|---|---|
| Company | All companies in the financial report | |
| less than 1,000,000yuan | He Wenkui | He Wenkui |
| 1,000,000 yuan (inclusive) ~ 2,000,000 yuan (not included). | Zhou Zhaocheng, Wu Shuyong, You Kuntian |
Zhou Zhaocheng, Wu Shuyong, You Kuntian |
| 2,000,000yuan(inclusive)~ 3,500,000yuan(not included). | ||
| 3,500,000yuan(inclusive)~ 5,000,000yuan(not included). | - | - |
| 5,000,000yuan(inclusive)~ 10,000,000yuan(not included). | - | - |
| 10,000,000yuan(inclusive)~ 15,000,000yuan(not included). | - |
- |
| 15,000,000yuan(inclusive)~ 30,000,000yuan(not included). | - |
- |
| 30,000,000yuan(inclusive)~ 50,000,000yuan(not included). | - |
- |
| 50,000,000 yuan (inclusive) ~ 100,000,000 yuan (not included). |
- |
- |
| 100,000,000yuan or more | - | - |
| Total | 4 | 4 |
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- 24 -
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3. The remuneration of the top five top executives
2025 years; Unit: NT$thousand; thousand shares
Job title |
Name |
Salary(A). |
Salary(A). |
RetirementPension(B) |
RetirementPension(B) |
Prize andSpecialExpenses, etc.(C) |
Prize andSpecialExpenses, etc.(C) |
Employee remunerationamount(D). |
Employee remunerationamount(D). |
Employee remunerationamount(D). |
Employee remunerationamount(D). |
A,B,C, andDas a percentageof net profitafter tax (%) |
A,B,C, andDas a percentageof net profitafter tax (%) |
Receive remuneration from reinvested enterprises or parent companies other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company |
Allcompaniesin thefinancialreport |
Company |
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Company |
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Company |
FinancialreportReport tothe innerofficeThere arecompanies |
|||||
Cashamount |
stockamount |
Cashamount |
stockamount |
|||||||||||
GeneralManager |
ZhouZhaocheng |
1,855 | 1,855 | 72 | 72 | - | - | - | - | - | - | (1.91) | (1.91) | None |
DeputyGeneralManager |
YouKunChu |
1,785 |
1,785 | 108 | 108 | - | - | - | - | - | - | (1.88) | (1.88) | None |
DeputyGeneralManager |
WuShuyong |
1,604 | 1,604 | 108 | 108 | - | - | - | - | - | - | (1.70) | (1.70) | |
DeputyDirector |
KeJianqiang |
1,566 | 1,566 | 99 | 99 | - | - | - | - | - | - | (1.65) | (1.65) | None |
Associate |
JiangJinquan |
1,532 | 1,532 | 108 | 108 | - | - | - | - | - | - | (1.63) | (1.63) | None |
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- 25 -
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`4. Name of the manager to be allocated employee remuneration and distribution status:`
- The Company's operating results for the year 2025 of the Republic of
- China were a net loss after tax of NT$111,056 thousand, plus a loss to be covered at the beginning of the period of NT$228,722 thousand, less the changes in joint ventures and joint ventures recognized by the rights method of NT$11,468 thousand, less other comprehensive income of NT$30.5thousand, and a loss to be covered at the end of the period of NT$350,941 thousand, so it is not applicable
-
(4) A comparative analysis of the ratio of the total remuneration paid to the directors, general managers, and deputy general managers of the Company in the most recent two years by the Company and all companies in the consolidated statements to the net profit after tax in individual or individual financial reports, and explain the relationship between the policies, standards, and combinations of remuneration payments, the procedures for determining remuneration, and operating performance and future risks
-
The ratio of the total remuneration paid to the directors, general managers and deputy general managers of the Company in the most recent two years to the net profit after tax:
| et profit after tax: | ||
|---|---|---|
| The total remuneration in 113 accounts for the proportion of after- tax |
11The ratio of total remuneration to the after-tax ratio in 4 years |
|
| Company | (8.74%) | (6.64%) |
| Consolidated statement of all companies |
(8.74%) |
(6.64%) |
-
In accordance with the provisions of the Company's Articles of Incorporation, when directors perform the Company's business, regardless of operating profit or loss, the Company may pay remuneration, which shall be reasonable according to the degree of their participation in the Company's operation and the value of their contributions, and take into account the general level of the industry, and shall be determined by the Board of Directors. If the Company has a surplus in the current year, remuneration will be distributed in accordance
-
26 -
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with Article 26 of the Company's Articles of Incorporation
-
The policy of paying remuneration to the general manager and deputy general manager shall be based on the salary level and scope of authority and responsibility of the position in the peer market and the contribution to the company's operating goals. The procedure for setting remuneration shall not only refer to the company's salary standard approved by the board of directors, but also consider the company's overall operating performance and individual performance achievement rate to provide reasonable remuneration
-
27 -
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3. Corporate governance operations
- (1) Information on the operation status of the board of directors
In the most recent year, the board of directors held 10 meetings, and the attendance of directors is as follows:
Job title |
Name |
Actualattendance |
Number ofdelegatedattendances |
Actualattendance(%) |
Remarks(Note). |
|---|---|---|---|---|---|
| Chairman | Li Sentian |
8 | 2 | 80% | |
| Director | InventecCo .,Ltd.representative- YouJinbao |
7 |
3 | 70% | |
| Director | RepresentativeofHuayuSolarCo., Ltd. - GanMingxiang |
10 |
0 | 100% | |
| Director | RepresentativeofHuayuSolarCo., Ltd. -LinGujun |
10 |
0 | 100% | |
| Director | Chen Wenxi |
7 | 2 | 70% | |
| Director | Qiu Zhizhe |
8 | 1 | 80% | |
| Independent Director |
Lu Zongxian |
10 | 0 | 100% | |
| Independent Director |
Chung Chieh Kuo |
8 | 2 | 80% | |
| Independent Director |
Gao Yonghao |
10 | 0 | 100% |
-
Other matters that need to be recorded:
-
If the operation of the board of directors occurs under any of the following circumstances, the date, period, content of the proposal, opinions of all independent directors, and the handling of the company's opinions on the independent directors shall be specified: (1) Matters listed in Article 14-3 of the Securities and Exchange Act: Explanation in Note 1 -
(2) In addition to the foregoing, other resolutions of the board of directors that are objected to or qualified by independent directors and have a record or written statement:None of these matters -
The directors shall specify the names of the directors, the content of the proposals, the reasons for the recusal of interests, and the status of participation in voting
-
The TPEx listed company shall disclose information such as the evaluation cycle and period, scope, method, and content of the board of directors' self-(or peer) evaluation: Evaluation During the Scope of Evaluation Evaluate the content period assessment assessment method
-
28 -
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| Conduct regular board performance evaluations once a year |
2025/01/01- 2025/12/31 |
Including the overall board of directors, individual board members and functional committees. |
Internal self- evaluation of the board of directors and functional committees, and self- evaluation of board members. |
1. Board performance evaluation: including participation in the company's operations, improving the quality of board decision-making, board structure and structure, director selection and continuing education, and internal control. 2. Performance evaluation of individual director members: grasp of the company's goals and tasks, awareness of directors' responsibilities, degree of participation in the company's operations, and internal relationships |
|---|---|---|---|---|
| Evaluation period |
During the assessment |
Scope of assessment |
Evaluation method |
Evaluate the content |
| operation and communication, professional and continuing education of directors, and internal control 3. Performance appraisal and evaluation of functional committees: participation in company operations, awareness of the responsibilities of audit and remuneration committees, improvement of the quality of decision- making of functional committees, composition and selection of members of functional committees, andinternalcontrol |
-
Goals for strengthening the functions of the board of directors in the current and most recent years (e.g., establishment of an audit committee, improving information transparency, etc.) and evaluation of implementation:
-
29 -
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The company publishes important information on important resolutions of
the board of directors in accordance with the law, and announces the
minutes of each board meeting on the company's website, and has insured
all directors and supervisors with liability insurance. The company has
established a remuneration committee on November 9, 100, and was
elected to the fifth remuneration committee on June 27, 2023, and the
current remuneration committee has held two meetings in 2025.
Note 1: The matters listed in Article 14-3 of the Securities and Exchange Act of
2025 of the Company are as follows:
period |
Contents of the motion |
Opinions ofindependentdirectors |
Opinionhandling |
|
|---|---|---|---|---|
The 15th of theninth session |
Approved the company's plan to issue commonshares through a cash capital increase throughprivateplacement. |
Passed withoutobjection |
Notapplicable |
|
The 17th of theninth session |
Formulation of the "Code of Ethical Conduct" |
Passed withoutobjection |
Notapplicable |
- 30 -
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(2) The operation of the audit committee or the participation of supervisors in the operation of the board of directors
-
The company has set up an audit committee in June 106
-
The participation of the audit committee and supervisors in the operation of the
board of directors
The Audit Committee held 5 meetings in the most recent year , and the attendance of independent directors is as follows:
| Job title | Name | Actual number of attendan ces |
Numberofdelegatedattendances |
Actual attendance rate (%) (Note 1, Note 2) |
Note |
|---|---|---|---|---|---|
| Independent Director |
Lu Zongxian | 5 | 0 | 100% | |
| Independent Director |
Chung Chieh Kuo | 5 | 0 | 100% | |
| Independent Director |
Gao Yonghao |
5 | 0 | 100% | |
| Other matters to be recorded: 1. If the operation of the Audit Committee falls under any of the following circumstances, the date and period of the Audit Committee meeting, the content of the proposal, the objections, reservations, or material recommendations of independent directors, the results of the Audit Committee's resolutions, and the Company's handling of the Audit Committee's opinions shall be specified. (1) Matters listed in Article 14-5 of the Securities and Exchange Act: Audit Committee period and the date of the meeting Contents of the motion The conten t of the indepe ndent directo rs' sugges tions or objecti ons The Compan y's handlin g of the Audit Commit tee's opinions Audit Committee Voting Results The 13th time of the third session Audit Approved the company's plan to issue common shares through a cash capital increase throughprivateplacement. None Not applicab le Allindependent |
| Job title | Name | Actual number of attendan ces |
Numberofdelegatedattendances |
Actual attendance rate (%) (Note 1, Note 2) |
Note |
|---|---|---|---|---|---|
| Independent Director |
Lu Zongxian | 5 | 0 | 100% | |
| Independent Director |
Chung Chieh Kuo | 5 | 0 | 100% | |
| Independent Director |
Gao Yonghao |
5 | 0 | 100% | |
| Other matters to be recorded: 1. If the operation of the Audit Committee falls under any of the following circumstances, the date and period of the Audit Committee meeting, the content of the proposal, the objections, reservations, or material recommendations of independent directors, the results of the Audit Committee's resolutions, and the Company's handling of the Audit Committee's opinions shall be specified. (1) Matters listed in Article 14-5 of the Securities and Exchange Act: Audit Committee period and the date of the meeting Contents of the motion The conten t of the indepe ndent directo rs' sugges tions or objecti ons The Compan y's handlin g of the Audit Commit tee's opinions Audit Committee Voting Results The 13th time of the third session Audit Approved the company's plan to issue common shares through a cash capital increase throughprivateplacement. None Not applicab le Allindependent |
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| Committee (2025.4.15) |
directorspassed thebillwithoutobjection |
|||
|---|---|---|---|---|
| The 14th time of the third session Audit Committee (2025.08.12) |
Formulation of the "Code of Ethical Conduct" |
None | Not applicab le |
Allindependentdirectorspassed thebillwithoutobjection |
-
The status of the independent director's recusal of the proposal of interest shall specify the name of the independent director, the content of the proposal, the reason for the recusal of the benefit, and the status of participation in voting: None
-
Communication between independent directors and the internal audit officer and the CPA (including material matters, methods, and results of communication regarding the company's financial and business conditions): The Company's audit committee members may directly communicate and understand with the internal audit officer and CPAs re ardin the com an 's financial and business conditions g g p y
-
Note: (1) If an independent director resigns before the end of the year, the date of resignation shall be indicated in the remarks column, and the actual attendance rate (%) shall be calculated based on the number of meetings held by the Audit Committee during his tenure and the actual number of attendances
-
(2) If an independent director is re-elected before the end of the fiscal year, both the new and old independent directors shall be listed, and the date of the independent director's re-appointment and re-election shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of meetings of the Audit Committee during his tenure and the actual number of attendances
-
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(3) The status of corporate governance operations and the differences between them and the Code of Practice on Governance of OTC and OTC listed companies
| Evaluation items | operation situation | operation situation | operation situation | a n d t h e reasons for t h e discrepancy w i t h t h e C o d e o f Practice on Governance of Listed and OTC Listed Companies |
|---|---|---|---|---|
| is | No pe |
Abstract explains |
||
| 1. Has the company established and disclosed a Code of Practice on Corporate Governance in accordance with the "Code of Practice on Corporate Governance for Listed and OTC Listings"? |
V |
The company has established a corporate governance code and disclosed it on the public information observatory. |
There are no material differences |
|
| 2. The company's shareholding structure and shareholders' equity (1) Does the company have established internal operating procedures to handle shareholder suggestions, doubts, disputes, and litigation matters, and implement them in accordance with the procedures? (2) Does the company have a list of the major shareholders and ultimate controllers of the actual controlling company? (3) Has the company established and implemented risk control and firewall mechanisms with its affiliates? (4) Does the company have internal regulations prohibiting company insiders from using undisclosed information in the market to buy and sell securities? |
VVVV |
(1) The company has a speech system to deal with the above issues. (2) The Company regularly reports changes in the shareholding of directors, supervisors, and managers through shareholder affairs agencies and insiders to understand and grasp the structure of major shareholders. (3) The Company has complied with laws and regulations to conduct risk assessments with affiliates and establish appropriate firewalls. (4) The Company has established a "Code of Ethical Conduct", which applies to the Company's directors, managerial officers, and employees; relevant information is updated and publicized from time to time. |
There are no material differences |
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| Evaluation items | operation situation | operation situation | operation situation | a n d t h e reasons for t h e discrepancy w i t h t h e C o d e o f Practice on Governance of Listed and OTC Listed Companies |
|---|---|---|---|---|
| is | No pe |
Abstract explains |
||
| 3. The composition and responsibilities of the board of directors (1) Has the board of directors formulated diversity policies, specific management goals, and implemented them? (2) In addition to the remuneration committee and audit committee established by law, does the company voluntarily set up other functional committees? (3) Does the company establish a performance evaluation method for the board of directors and its evaluation methods, conduct annual and regular performance evaluations, and submit the results of the performance evaluation to the board of directors, and use them as a reference for the remuneration of individual directors and the nomination for re-election? (4) Does the company regularly evaluate the independence of attesting accountants? |
VVV |
V |
(一) The composition of the board ofdirectors of the Company is diverse, and generally has the necessary knowledge, skills and literacy to perform duties (2) Except for the establishment of the Remuneration Committee by the Company, all other corporate governance operations are the responsibility of each department according to their duties. (3) The Company has established the Board of Directors Performance Evaluation Measures and its evaluation methods this year, and conducts performance evaluations every year and regularly (4) The Company shall review the independence of the certified public accountants appointed by the Company with reference to the evaluation items formulated by the Bulletin of the Professional Ethics Code of the Republic of China No. 10 "Integrity, Impartiality, Objectivity and Independence". The independence of the certifiedpublic accountants shall |
The company has not set up other functional committees and will evaluate the establishment as needed in the future. |
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| Evaluation items | operation situation | operation situation | operation situation | a n d t h e reasons for t h e discrepancy w i t h t h e C o d e o f Practice on Governance of Listed and OTC Listed Companies |
|---|---|---|---|---|
| is | No pe |
Abstract explains |
||
| be regularly evaluated every year. After obtaining a statement of independence issued by the certified public accountant and evaluating according to the above independence evaluation criteria, based on the evaluation results, CPA Huang Zengguo and CPA Dai Zhirou of the Credit Union Accounting Firm both met the Company's independence assessment standards. He is qualified to serve as the Company's certified public accountant. The Company has discussed the evaluation of the independence of certified public accountants at the 17th meeting of the 7th board of directors, and there are no concerns about independence |
||||
| 4. Does the TPSE/GTSM listed company have appointed an appropriate number of corporate governance personnel and designated a corporate governance officer to be responsible for corporate governance-related affairs (including but not limited to providing information necessary for directors and supervisors to perform their duties, assisting directors and supervisors in complying with laws and regulations,handling |
V |
The Company has appointed a head of governance unit (part-time) to handle corporate governance-related business; and provide timely responses to relevant needs of the board of directors and shareholders' meetings |
There are no material differences |
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| Evaluation items | operation situation | operation situation | operation situation | a n d t h e reasons for t h e discrepancy w i t h t h e C o d e o f Practice on Governance of Listed and OTC Listed Companies |
|---|---|---|---|---|
| is | No pe |
Abstract explains |
||
| matters related to board meetings and shareholders' meetings in accordance with the law, and preparing minutes of board and shareholders' meetings)? |
||||
| 5. Has the company established communication channels with stakeholders and set up a stakeholder section on the company's website to appropriately respond to important corporate social responsibility issues of concern to stakeholders? |
V |
The company has a spokesperson and an acting spokesperson, and the relevant contact information is announced on the public information observatory in accordance with regulations, and the stakeholder website has been set up. |
There are no material differences |
|
| 6. Does the company appoint a professional shareholder affairs agency to handle shareholders' meeting affairs? |
V |
The Company has appointedtheShareholder Affairs AgencyDepartmentofFubonSecurities as the Company'sshareholderaffairsagency |
There are no material differences |
|
| 7. Information disclosure (1) Has the company set up a website to disclose financial, business and corporate governance information? (2) Does the company adopt other methods of information disclosure (such as setting up an English website, designating a dedicated person to be responsible for collecting and disclosing company |
VV |
V |
(1) The company's website is: www.arimacomm.com.tw For other information disclosures, please go online to the "Public Information Observatory" of the Taiwan Stock Exchange, which is: mops.twse.com.tw 。(2) The company has a dedicated person responsible for collecting information and has a spokesperson and an agent spokesperson who is responsible for the company's external information release and |
There are no material differences |
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| Evaluation items | operation situation | operation situation | operation situation | a n d t h e reasons for t h e discrepancy w i t h t h e C o d e o f Practice on Governance of Listed and OTC Listed Companies |
|---|---|---|---|---|
| is | No pe |
Abstract explains |
||
| information, implementing a spokesperson system, placing the company's website during the investor briefing, etc.)? (3) Does the company announceandfileitsannualfinancial report withintwo months after the endof the fiscal year, andannounces and reports itsfirst, second, and thirdquarter financial reportsandmonthlyoperationsbeforethespecifieddeadline? |
explanation, and a dedicated person is responsible for information disclosure on the website. (3) The Company shall file itsannual financial report andthe first, second, andthirdquarterfinancialreports within the timelimit |
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| 8. Does the company have any other important information that is helpful for understanding the company's governance operations (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, further education for directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the company's purchase of liability insurance for directors and supervisors, etc.)? |
V |
(1) The Company's operating results are willing to be shared with all employees, with the goal of pursuing shareholder value and the welfare of all employees. And uphold the belief of "taking from the society and using it for the society", and fulfill the duties of good citizens in society. (2) The Company's existing "Operating Procedures for Transactions between Huaguan Communications Co., Ltd. and Group Enterprises, Specific Companies and Related Parties" protects the rights and interests of the Company and its stakeholders, and the Company has signed procurement contracts with all suppliers to clearly stipulate the sales and cooperation relationship between the two parties to protect the legitimate rights and interests of both parties. (3) The Company's directors and supervisors attend the Board of Directors in normal conditions, and the directors also recuse themselves from voting if there is a risk of harming the interests of the Company due to the interest in the proposals listed by the Board of Directors. (4) In order to strengthen the implementation of corporate governance, the Company's independent directors and supervisors have regularly participated in corporate governance-related courses, and in addition, they have also informed the directors and supervisors of updates on corporate governance-related laws and regulations at any time. (5)The Companyhas established |
There are no material differences |
|
|---|---|---|---|---|
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| Evaluation items | operation situation | operation situation | operation situation | a n d t h e reasons for t h e discrepancy w i t h t h e C o d e o f Practice on Governance of Listed and OTC Listed Companies |
|---|---|---|---|---|
| is | No pe |
Abstract explains |
||
| various internal regulations in accordance with the law as a standard for risk management and measurement. (6) The Company has purchased liability insurance for the Company's directors and supervisors every year since the 95th year of the Republic of China to reduce and diversify the risk of material damage to the Company and shareholders caused by the mistakes or negligent acts of directors and supervisors. |
||||
| 9. Please explain the improvement status of the corporate governance evaluation results released by the Governance Center of the Taiwan Stock Exchange Corporation in the most recent year, and propose priority enhancement items and measures for those that have notyet been improved |
V |
The Company will continue to conduct internal reviews and improvements on the corporate governance evaluation results issued by the Governance Center, and will give priority to strengthening and improving those who make solid improvements, and will respond to the relevant evaluations in the next year |
There are no material differences |
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(4) The composition, responsibilities and operation of the remuneration committee:
- The Company's Remuneration Committee was established on November 9, 100 and re-elected on June 2, 2023, 27, and its members are as follows:
Bodyaration |
Name |
Professional Qualifications andExperience |
Independencesituation |
He also serves as amember of theremunerationcommittee of otherpublic companies |
|---|---|---|---|---|
| Independen t Director |
Lu Zongxian | Senior Executive Vice President of Qunyi Securities and General Manager of Hunan Changyuan Lithium Co., Ltd., with experience in technology, financial industry, and professional background in accountingand finance |
請詳註2 |
- |
| Independen t Director |
Chung Chieh Kuo | He is aPh.D. from the Massachusetts Institute of Technology and a professor at the Department of Electrical Engineering at the University of Southern California, and has more than five years of public and private college qualifications in related disciplines required for corporate business |
請詳註2 |
- |
| Independen t Director |
Gao Yonghao | Master of EMBA Accounting and Management Decision-making Group at National Taiwan University , ChiefAccountant of Yuanzhan United Accounting Firm |
請詳註2 |
- |
-
Note 1: Please fill in whether you are a director, independent director or other person (if you are the convener, please add a note).
-
Note 2: Each member meets the following conditions in the two years before election and during his term of office:
-
(1) Employees who are not employees of the company or its affiliates
-
(2) Directors or supervisors who are not directors of the company or its affiliates (except for independent directors appointed by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this Act or the laws and regulations of the local country).
-
(3) Natural person shareholders who are not themselves, their spouses, minor children, or those who hold more than 1% of the total issued shares of the company in the name of others or the top 10 shareholders
-
(4) Spouse, relatives within the second degree of kinship, or direct blood relatives within the third degree of kinship who are not the managers listed in (1) or (2) or (3).
-
(5) Directors, supervisors, or employees who do not directly hold more than 5% of the total issued shares of the company, hold the top five shares, or appoint a representative to serve as a director or supervisor of the company in accordance with Article 27, Paragraphs 1 or 2 of the Company Act (except for independent directors appointed by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this Act or the laws and regulations of the local country).
-
(6) Directors, supervisors, or employees of other companies whose directors, subsidiaries, or subsidiaries of the same parent company are not directors, supervisors, or employees of other companies whose directors or voting shares are not controlled by the same person (except for independent directors appointed by the company or its parent company, subsidiaries, or subsidiaries of the same parent company in accordance with this Act or the laws and laws of the local country).
-
40 -
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-
(7) A director (director), supervisor (supervisor) or employee of another company or institution that is not the same person or spouse as the chairman, general manager, or equivalent position of the company (except for independent directors established by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this Act or the laws and regulations of the local country).
-
(8) Directors (directors), supervisors (supervisors), managerial officers, or shareholders holding more than 5% of the shares of a specific company or institution that does not have financial or business dealings with the company (except for specific companies or institutions that hold more than 20% of the total issued shares of the company but not more than 50%, and are independent directors appointed by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this Act or the laws and regulations of the local country).
-
(9) Professionals, sole proprietorships, partnerships, business owners, partners, directors (directors), supervisors (supervisors), managerial officers of companies or institutions who are not professionals who provide audits for companies or affiliates or whose cumulative remuneration does not exceed NT$50 in the past two years or whose cumulative remuneration does not exceed NT$50, and their spouses. However, this does not apply to members of the Remuneration and Compensation Committee, the Public Tender Offer Review Committee, or the Special Committee for M&A who perform their duties in accordance with the Securities and Exchange Act or the Mergers and Acquisitions Act
-
(10) None of the circumstances under Article 30 of the Company Act
-
Note 3: If the members are directors, please explain whether they comply with Article 6, Paragraph 5 of the "Regulations Governing the Establishment and Exercise of Functions of Salary Committees of Companies Listed or Traded on the OTC of Securities Firms".
-
41 -
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-
Duties and operation of the remuneration committee:
-
(1) The Company's Remuneration Committee consists of 3 members
-
(2) Responsibilities: Formulate and regularly review policies, systems, standards, and structures for performance evaluation and remuneration of directors, supervisors, and managers
-
(3) The term of office of the current committee members: 2023/06/27 to
-
2026/6/26, the most recent annual remuneration committee meeting 2 times, the qualifications and attendance of the members are as follows:
| Job title | Name | Actual attendance Times (B). |
Number of delegated attendances |
Actual Attendance Rate (%) (B/A) (Note). |
Note |
|---|---|---|---|---|---|
| Convenor | Lu Zongxian | 2 |
0 | 100% | |
| Member | Chung Chieh Kuo |
2 | 0 | 100% | |
| Member | Gao Yonghao |
2 | 0 | 100% | |
| Other matters to be recorded: 1. If the board of directors does not adopt or amend the recommendation of the remuneration committee, it shall specify the date, period, content of the resolution, the results of the board resolution, and the company's handling of the remuneration committee's opinions (if the remuneration approved by the board of directors is better than the remuneration committee's recommendation, the circumstances and reasons for the discrepancy shall be stated). 無此情形。 2. If a member has objections or reservations and has a record or written statement on the resolutions of the Remuneration Committee, the date, period, content of the proposal, opinions of all members, and the handling of the members' opinions shall be specified. 無此情形。 |
-
If the board of directors does not adopt or amend the recommendation of the remuneration committee, it shall specify the date, period, content of the resolution, the results of the board resolution, and the company's handling of the remuneration committee's opinions (if the remuneration approved by the board of directors is better than the remuneration committee's recommendation, the circumstances and reasons for the discrepancy shall be stated).
-
If a member has objections or reservations and has a record or written statement on the resolutions of the Remuneration Committee, the date, period, content of the proposal, opinions of all members, and the handling of the members' opinions shall be specified. 無此情形。
Notes:
-
(1) If a member of the Remuneration Committee resigns before the end of the year, the date of resignation shall be indicated in the remarks column, and the actual attendance rate (%) shall be calculated based on the number of meetings of the Remuneration Committee and the actual number of attendances during their tenure
-
(2) If there is a re-election of the Remuneration Committee before the end of the year,
-
42 -
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both new and former members of the Remuneration Committee shall be listed, and the date of re-election and re-election shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of meetings of the Remuneration Committee and the actual number of attendances during their tenure.
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- (5) 1. The implementation of the promotion of sustainable development and the differences between the Sustainable Development Code of Practice and the reasons for the differences with the Sustainable Development Code of Practice of the TPEx listed company
| Promote the project | Execution status | Execution status | Execution status | and the reasons for the differences with the Sustainable Development Code of Practice of TPEx listed companies |
|---|---|---|---|---|
| is | No pe |
Summary description | ||
| 1. Has the company established a governance structure to promote sustainable development, and set up a full-time (part-time) unit to promote sustainable development, which the board of directors authorizes senior management to handle, and the board of directors supervises it? |
V | The Company has set up a full-time (part-time) unit to promote sustainable development, and has set up a dedicated unit for the Code of Ethical Management, to promote sustainable development, pay attention to the rights and interests of stakeholders, and pay attention to environmental, social, and corporate governance factors while pursuing sustainable operation and profitability, and incorporate them into the company's management policies and operational activities. |
In the future, adjustments will be made in a timely manner according to actual needs or legal provisions |
|
| 2. Does the company conduct risk assessments on environmental, social, and corporate governance issues related to the company's operations in accordance with the principle of materiality, and formulate relevant risk management policies or strategies? |
V | The Company has set up a full-time (part-time) unit to promote sustainable development, and has set up a dedicated unit for the Code of Ethical Management, to promote sustainable development, pay attention to the rights and interests of stakeholders, and pay attention to environmental, social, and corporate governance factors while pursuing sustainable operation and profitability,and incorporate them |
In the future, adjustments will be made in a timely manner according to actual needs or legal provisions |
- 44 -
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| Promote the project | Execution status | Execution status | Execution status | and the reasons for the differences with the Sustainable Development Code of Practice of TPEx listed companies |
|---|---|---|---|---|
| is | No pe |
Summary description | ||
| into the company's management policies and operational activities. |
||||
| 3. Environmental issues (1) Has the company established an appropriate environmental management system based on the characteristics of its industry? (2) Is the company committed to improving energy efficiency and using recycled materials with low environmental impact? (3) Does the company assess the potential risks and opportunities of climate change to the company now and in the future, and take relevant countermeasures? (4) Does the company count greenhouse gas emissions, water consumption, and total waste weight in the past twoyears,and formulate |
V V V V |
(1) The Company establishes an environmental management system and conducts regular internal and external audits every year (2) The company sets up resource recycling bins for resource classification and irregular teaching to conduct internal employee resource recycling promotion; in addition, qualified manufacturers are entrusted to carry out waste recycling and treatment operations (3) The company conducts air conditioning temperature control in summer and effectively uses energy to achieve the goal of energy conservation and carbon reduction (4) The Company's energy conservation, carbon reduction andgreenhouse |
No difference. |
- 45 -
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| Promote the project | Execution status | Execution status | Execution status | and the reasons for the differences with the Sustainable Development Code of Practice of TPEx listed companies |
|---|---|---|---|---|
| is | No pe |
Summary description | ||
| policies for greenhouse gas reduction, water use reduction, or other waste management? |
gas reduction strategies: 1. Adjust the opening hours and temperature of air conditioners in a timely manner. |
|||
| 4. Social issues (1) Does the company formulate relevant management policies and procedures in accordance with relevant laws and international human rights conventions? (2) Does the company formulate and implement reasonable employee welfare measures (including salary, vacation and other benefits, etc.), and appropriately reflect its operating performance or results in employee compensation? (3) Does the company provide a safe and healthy working environment for employees, and regularly implements safety and health education for |
V V V V V |
(1) The Company complies with relevant labor laws and regulations, protects the legitimate rights and interests of employees, and has established "Work Rules and Management Measures" (2) For the company's employee welfare measures, please refer to page 63 of the annual report "Labor Relations"; In addition, the company's articles of association stipulate that "if there is an annual profit, no less than 5% shall be allocated as employee remuneration." (3) The company conducts employee health check-ups every year and provides regular on-site consultation services for occupational care toprovide |
In the future, it will be handled in a timely manner according to actual needs or the provisions of laws and regulations. |
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| Promote the project | Execution status | Execution status | Execution status | and the reasons for the differences with the Sustainable Development Code of Practice of TPEx listed companies |
|---|---|---|---|---|
| is | No pe |
Summary description | ||
| employees? (4) Does the company establish an effective career development training program for employees? (5) Does the company comply with relevant laws and international standards, and formulate relevant policies and complaint procedures to protect the rights and interests of consumers or customers on issues such as customer health and safety, customer privacy, marketing, and labeling of products and services? (6) Does the company have established a supplier management policy that requires suppliers to comply with relevant regulations on issues such as environmental |
V |
employees with a comfortable and safe working environment (4) Provide education and training channels according to the needs of employees and the company's business to cultivate employee functions. In addition to the rights of employees protected by law, the company will also provide other benefits to employees, such as accident insurance, training and education subsidies, career development assistance, etc., to provide employees with a comfortable and safe working environment (5) The company has a "customer complaint form" to provide effective handling methods for products and services |
- 47 -
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| Promote the project | Execution status | Execution status | Execution status | and the reasons for the differences with the Sustainable Development Code of Practice of TPEx listed companies |
|---|---|---|---|---|
| is | No pe |
Summary description | ||
| protection, occupational safety and health, or labor rights, and their implementation? |
||||
| 5. Does the company refer to internationally accepted report preparation standards or guidelines to prepare sustainability reports and other reports that disclose the company's non-financial information? Has the aforementioned report obtained the assurance or assurance opinion of a third-party verification unit? |
V |
Complete the preparation and filing in accordance with the Regulations Governing the Preparation and Filing of Sustainability Reports by Listed (OTC) Companies In addition, in accordance with the regulations of the Financial Supervisory Commission, the conviction or assurance opinions of third-party verification units are obtained in a timely manner |
In the future, it will be handled in a timely manner according to actual needs or the provisions of laws and regulations. |
|
| 6. If the company has its own sustainability code in accordance with the "Code of Practice for Sustainable Development of Listed and OTC Listed Companies", please describe the differences between its operation and the established code: the operation is consistent with the code, and the details should be flexibly adjusted according to practical needs |
||||
| 7. Other important information that is helpful for understanding the implementation of sustainable development: (1) Environmental protection: The company actively promotes electricity conservation and recycling of packaging materials in the factory area, reduces environmental pollution and resource waste, and is committed to promoting sustainable concepts and fulfilling corporate social responsibility (2) Human rights: The company's labor relations are on an equal footing, and the company uses integrityand respect for each employee'sperformance at work,so there are no labor disputes |
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| Promote the project | Execution status | Execution status | Execution status | and the reasons for the differences with the Sustainable Development Code of Practice of TPEx listed companies |
|---|---|---|---|---|
| is | No pe |
Summary description | ||
| or other issues, which fully demonstrates the company's efforts on human rights issues (3) Safety and health: The company provides a safe working environment for employees, is responsible for the life safety of employees, and receives labor safety and health education, disaster prevention training, and work safety education from time to time to avoid the occurrence of occupational accidents |
(3) Safety and health: The company provides a safe working environment for employees, is responsible for the life safety of employees, and receives labor safety and health education, disaster prevention training, and work safety education from time to time to avoid the occurrence of occupational accidents
- 49 -
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2. Implementation of climate-related information:
project |
Execution status |
|---|---|
1. Describe the supervisionand governance of the boardof directors and managementon climate-related risks andopportunities. |
In response to the high degree of climateuncertainty and rapid changes in policiesand markets, and to timely grasp andestimate the possible impacts of climatechange, the Company continues to controlthe completion of the greenhouse gasinventory and verification disclosureschedule in accordance with the referenceguidelines issued by the competentauthority and relevant regulations, andreports the implementation progress tothe board of directors on a quarterlybasis |
2. Describe how theidentified climate risks andopportunities affect thecompany's business, strategy,and finances (short-term,medium-term, and long-term). |
The relevant units of the Company plan tocollect climate-related risk andopportunity information every year,determine the likelihood and impact ofeach matter, identify the climate risksand opportunities of different businessesin the short, medium and long term, andrank the results according to theirmateriality through quantitative analysisresults, and evaluate their impact on theCompany's business, strategy, andfinancial impact on the Company'sbusiness, strategy, and financial impacton the items with higher materiality, aswell as related response measures. |
3. Describe the financialimpact of extreme weatherevents and transitionactions. |
The Company does not have such acorresponding assessment. |
4. Describe how theidentification, assessment,and management processes ofclimate risks are integratedinto the overall riskmanagement system. |
The Company does not have such acorresponding assessment. |
5. If scenario analysis isused to assess resilience to |
The Company does not have such acorresponding assessment. |
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climate change risks, thescenarios, parameters,assumptions, analysisfactors, and key financialimpacts used should bedescribed. |
|
|---|---|
6. If there is a transitionplan for managing climate-related risks, explain thecontent of the plan, and theindicators and goals used toidentify and manage physicalrisks and transition risks. |
The Company does not have such acorresponding plan. |
7. If internal carbon pricingis used as a planning tool,the basis for price settingshould be explained. |
The Company does not have such acorresponding plan. |
8. If climate-related goalsare set, information such asthe activities covered, thescope of greenhouse gasemissions, the plannedschedule, and the progress ofachieving them each yearshould be explained. Ifcarbon offsets or renewableenergy certificates (RECs)are used to achieve therelevant goals, the sourceand quantity of carbonreduction credits or thenumber of renewable energycertificates (RECs) should beexplained. |
The Company does not have such acorresponding plan. |
9. Greenhouse gas inventoryand assurance, reductiontargets, strategies, andspecific actionplans. |
The Company does not have such acorresponding plan |
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- (6) The status of the implementation of ethical management and the circumstances and reasons for the discrepancy between the Code of Ethical Management and the Code of Ethical Management of the TPEx listed company
Evaluation items |
operation situation |
operation situation |
operation situation |
and the reasons f o r t h e d i s c r e p a n c y with the ethical management c o d e o f t h e T P E x l i s t e d c o m p a n y |
|---|---|---|---|---|
is |
Nope |
Abstract explains |
||
1.Formulateethicalmanagement policies andplans(1)Hasthecompanyformulated an ethicalmanagementpolicyapproved by the boardofdirectors,andclearlystatedtheethicalmanagementpolicies and practicesin its regulations andexternal documents, aswell as the commitmentoftheboardofdirectors and seniormanagement to activelyimplementthemanagement policy? |
VV |
(1) The company takes "innovation, quality, and sharing" as its business philosophy, in which the meaning of sharing is "sharing" to win results, and the company is willing to share the results with all employees, with the goal of pursuing shareholder value and the welfare of all employees. For employees, the company they serve can grow with employees with a sharing attitude, and employees will be more positive and brave in learning and taking responsibility, clearly grasp their work goals and responsibilities, and be responsible for their own work, even under temptation and pressure. For the company, following the integrity-based business ethic, sharing the fruits brought by honest management with employees, always adhering |
There are nomaterialdifferences |
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Evaluation items |
operation situation |
operation situation |
operation situation |
and the reasons f o r t h e d i s c r e p a n c y with the ethical management c o d e o f t h e T P E x l i s t e d c o m p a n y |
|---|---|---|---|---|
is |
Nope |
Abstract explains |
||
(2)Hasthecompanyestablishedanassessmentmechanismfortheriskofunethicalconduct,regularly analyzes andevaluatesbusinessactivities with a highriskofunethicalconductwithinitsbusiness scope, andformulates a plan topreventunethicalconductaccordingly,and at least coversthepreventivemeasuresforthebehaviors in Article7, Paragraph 2 of the"CodeofEthicalManagementforOTCListed and OTC ListedCompanies"?(3) Has the company clearlystipulatedoperatingprocedures, guidelinesfor conduct, and apunishmentandcomplaint system for |
V |
to the principles of honest sharing and credit first, and implementing it to every customer and employee. (2) When selecting and establishing the basic information of suppliers, the company shall issue a written statement to the supplier at the same time, strictly prohibiting employees from accepting any form of gifts, regardless of their value, and the company's colleagues and their families should cooperate in complying with integrity norms and ethics (3) In terms of the avoidance of interests of directors and managers of the company, if there is any decision or transaction involving a conflict of interest, the directors and managers shall not participate in voting |
- 53 -
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Evaluation items |
operation situation |
operation situation |
operation situation |
and the reasons f o r t h e d i s c r e p a n c y with the ethical management c o d e o f t h e T P E x l i s t e d c o m p a n y |
|---|---|---|---|---|
is |
Nope |
Abstract explains |
||
violations in the planto prevent unethicalbehavior,andimplemented them, andregularly reviewed andrevisedtheaforementioned plans? |
- 54 -
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2.Implementethicalmanagement(1)Doesthecompanyevaluate the integrityrecordofitscounterpartiesandspecify the terms ofgood conduct in thecontractsitsignswithitscounterparties?(2) Does the company set upa dedicated unit underthe board of directorsto promote corporateethicalmanagement,andregularly(atleast once a year)report to the board ofdirectorsonitsethicalmanagementpolicies,planstopreventunethicalbehavior,andsupervisetheimplementation of thecompany'sintegritymanagement policies(3)Hasthecompanyestablished a conflictof interest preventionpolicy,providedappropriatechannelsfor statements, andimplemented it?(4)Hasthecompanyestablishedaneffectiveaccounting |
VVVV |
V |
(1) The Company shall issue a written statement to the supplier at the same time when selecting and establishing the basic information of the supplier, and request that it not be given in any form, regardless of its value (2) The audit unit of the Company shall also supervise the company's ethical operation and report to the board of directors regularly. (3) In terms of the avoidance of interests of directors and managers of the company, if there is any decision or transaction involving a conflict of interest, the directors and managers shall not participate in voting. (4) Internal auditors conduct random inspections of various transaction cycles and accounting records from time to time to prevent the occurrence of integrity violations. (5) The company promotes through employee education and training or meetings from |
(1) There is nomaterialdifference(2) The audit unit of the Company shall also supervise the company's ethical operation and report to the board of directors regularly (3) (4) (5) Thereis no materialdifference |
|
|---|---|---|---|---|---|
- 55 -
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Evaluation items |
operation situation |
operation situation |
operation situation |
and the reasons f o r t h e d i s c r e p a n c y with the ethical management c o d e o f t h e T P E x l i s t e d c o m p a n y |
|---|---|---|---|---|
is |
Nope |
Abstract explains |
||
system and internalcontrolsystemtoimplementethicalmanagement, and theinternal audit unithasformulatedrelevant audit plansbasedontheassessment results ofthe risk of unethicalconduct, and based onthe results of theassessment of the riskof unethical conduct,and based on this, hasthe company auditedthe compliance withthe plan to preventunethical conduct, orentrusted a certifiedpublic accountant toconduct the audit?(5)Doesthecompanyregularlyconductinternal and externaleducation and trainingon ethical management? |
time to time. | |||
3. Theoperation of thecompany's whistleblowing system (1)Hasthecompanyestablished a specificreporting and reward |
V |
(1) The Company shall establish and publish an internal independent whistleblowing mailbox and hotline on the Company's website and |
(1) There is no material difference |
- 56 -
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Evaluation items |
operation situation |
operation situation |
operation situation |
and the reasons f o r t h e d i s c r e p a n c y with the ethical management c o d e o f t h e T P E x l i s t e d c o m p a n y |
|---|---|---|---|---|
is |
Nope |
Abstract explains |
||
system,establishedchannels to facilitatereporting,andassignedappropriatepersonnel to handlethe report?(2)Doesthecompanyestablishstandardoperatingproceduresfor accepting reports,follow-up measures tobe taken after theinvestigationiscompleted, and relatedconfidentialitymechanisms?(3) Does the company takemeasurestoprotectwhistleblowersfrombeing improperly dealtwith due to reporting? |
VV |
internal website for the use of the Company's internal and external personnel (2) In the future, it will be formulated depending on the operating situation and scale (3) In the future, it will be formulated depending on the operating status and scale |
(2) To be planned (3) To be planned |
|
4. Strengthen informationdisclosure(1)Doesthecompanydisclose the contentand effectiveness ofits ethical managementcode on its websiteand public informationobservatory? |
V |
(1) Publishing the "Code of Ethical Management" on the company's website as the basis for the conduct of the company, its directors, managers, employees, appointees, and substantive controllers |
There are no material differences |
|
5. If a company has its own ethical management code in accordance with the"Code of Ethical Management for Listed and OTC Listed Companies", pleasedescribe the differences between its operations and the established codes: |
5. If a company has its own ethical management code in accordance with the
"Code of Ethical Management for Listed and OTC Listed Companies", please
describe the differences between its operations and the established codes:
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Evaluation items |
operation situation |
operation situation |
operation situation |
and the reasons f o r t h e d i s c r e p a n c y with the ethical management c o d e o f t h e T P E x l i s t e d c o m p a n y |
|---|---|---|---|---|
is |
Nope |
Abstract explains |
||
| there is no material difference | ||||
6. Other important information that is helpful for understanding the company'sethical management operations (such as the company's review and revisionof its ethical management code), etc.): When selecting and establishingthe basic information of suppliers, the company issues a written statementto suppliers, strictly prohibiting the company's employees from acceptingany form of gifts, regardless of their value, and the company's colleaguesand their families should cooperate in complying with integrity norms andethics |
6. Other important information that is helpful for understanding the company's ethical management operations (such as the company's review and revision of its ethical management code), etc.): When selecting and establishing the basic information of suppliers, the company issues a written statement to suppliers, strictly prohibiting the company's employees from accepting any form of gifts, regardless of their value, and the company's colleagues and their families should cooperate in complying with integrity norms and ethics
-
(7) If the company has established corporate governance rules and related regulations, it shall disclose the method of inquiry:
-
公司治理實務準則已揭露於公司網站 www.arimacomm.com.tw/投資人專
。 -
區/公司治理並於公開資訊觀測站上揭露
-
-
(8) Other important information sufficient to enhance understanding of corporate governance operations may also be disclosed:
Accounting, finance, and internal audit supervisors participating in corporate governance-related training and training:
| Title | Name | Training time |
Continuing Courses | Institutions | Traini ng hours |
|---|---|---|---|---|---|
| Head of Accounting |
You Kun Chu |
2025.11.26 2025.12.26 |
Sustainability Information Compilation and Reporting Practices IFRS18 "Presentation and Disclosure in Financial Statements" standards and practical analysis |
Accounting Research and Development Foundation of the Republic of China |
12 |
Audit |
Lin |
2025.12.1 |
Legal risks of business |
InternalAudit |
12 |
- 58 -
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| Title | Name | Training time |
Continuing Courses | Institutions | Traini ng hours |
|---|---|---|---|---|---|
supervisor |
Yili |
82025.12.23 |
operation and managementand how internal auditorsshould respondInformationsecurityprotectionandcloudsecurity auditpractices |
Association |
- 59 -
==> picture [66 x 24] intentionally omitted <==
-
(9) The implementation status of the internal control system
-
1 . Internal Control Statement
The relevant data query index is as follows:
- Public Information Observatory> Announcement of Corporate Governance > Corporate Rules/Internal Control> Internal Control Statement of a Single >Company
網址:https://mops.twse.com.tw/mops/#/web/t06sg20
-
If a CPA is commissioned to conduct a special review of the internal control system, the CPA review report shall be disclosed: None
-
(10) In the most recent year and as of the date of publication of the annual report, the company and its internal personnel have been punished in accordance with the law, or if the company has imposed penalties on its internal personnel for violating the provisions of the internal control system, and the results of the penalties may have a significant impact on shareholders' equity or securities prices, the content of the penalties, major deficiencies, and improvements shall be stated:
無此情形。
- (11) Important resolutions of the shareholders' meeting and the board of directors of the most recent year and as of the date of publication of the annual report
| Item | Date | meeting | Discussion and resolution |
|---|---|---|---|
| 1. | 2025/02/25 | Board meetings |
Reason 1: Proposed to formulate matters related to the pricing of the Company's fourth private placement of common shares |
| 2. | 2025/02/25 | Board meetings |
Cause 1: Proposed to formulate matters related to the pricing of the Company'sfifthprivate placement ofcommonshares |
| 3. | 2025/03/12 | Board meetings |
Cause 1: The Company's annual business report, financial statements and consolidated financial statements for the Republic of China 113 Cause 2: The Company's loss compensation plan for the Republic of China in 113 Cause 3: Periodic assessment of the independence of the company's certified public accountants Cause 4: Republic of China 113 "Internal Control System Statement" case Reason 5: The Company intends to apply for a credit line of a financial institution Cause 6: Evaluate whether accounts receivable and other receivables are of the nature of a loan of funds if they have not been collected for 3 months beyond the normal credit term and the amount is significant Reason 7: It was resolved that the private placement of common shares passed by the 113th annual shareholders' meeting would not continue to be processed within the expiration date Reason 8: Proposed to convene the 2025th annual shareholders' meeting of theRepublic ofChina |
| 4. | 14/04/15 | Board meetings |
Reason 1: Regarding the definition of "grassroots employees" Reason 2: Amendment of the Company's Articles of Association |
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| Item | Date | meeting | Discussion and resolution |
|---|---|---|---|
| Reason 3: The Company intends to conduct a private cash capital increase to issue common shares Reason 4: The Company's loss compensation plan for the 113th year of the Republic of China Reason 5: Proposed change to the convening of the Company's 2025th annualshareholders' meeting oftheRepublic ofChina |
|||
| 5. | 2025/05/12 | Board meetings |
Reason 1: Consolidated financial statements of the Company for the first quarterof 2025 |
| 6. | 2025/08/04 | Board meetings |
Reason 1: The consolidated financial statements of the Company for the second quarter of 2025 Case 2: Establishment of a "Code of Ethical Conduct"。 Reason 3: The Company's 113th Annual Sustainability Report. Cause 4: Appointment of the general manager of the Company. Reason 5: Appointment of a spokesperson for the Company. Cause 6: Appointment of the Company's Head of Corporate Governance. Reason7: Capital increasefor its subsidiary GuanruInvestment Co.,Ltd |
| 7. | 2025/09/10 | Board meetings |
Reason 1: Proposed to formulate matters related to the pricing of the Company's first private placement of common shares in 2025. Reason 2: Proposed to formulate matters related to the pricing of the Company's second private placement ofcommonsharesin 2025. |
| 8. | 2025/09/18 | Board meetings |
Reason 1: Proposed to formulate matters related to the pricing of the Company's third private placement ofcommonsharesin 2025. |
| 9 | 2025/11/12 | Board meetings |
Reason 1: Consolidated financial statements of the Company for the third quarter of 2025 Reason 2: Regarding the definition of "grassroots employees", I would like to submititfordiscussion. |
| 10 | 2025/12/29 | Board meetings |
Cause 1: The company's 2026th annual audit plan. Reason 2: Revision of the "Internal Control System_Payroll Cycle" and related internal audit operations. Reason 3: Regarding the definition of "grassroots employees". Reason 4: Proposed to formulate matters related to the pricing of the Company's fourth private placement of common shares in 2025 Reason 5: Proposed to formulate matters related to the pricing of the Company's fifth private placement of common shares in 2025 Reason 6: Regularly review the company's managers' remuneration and 2025th annual managers'year-end bonuses |
(12) In the most recent year and as of the date of publication of the annual report, if the directors or independent directors have different opinions on the important resolutions passed by the board of directors and have written records or written statements, the main contents of the report:
N/A。
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4. Information on public expenses of the accountant
Amount unit: NT$1,000
| Accountant Name of the firm |
Accountant Name |
Accountant During the auditperiod |
Audit Public funds |
Non-audit Public funds |
Total | Remarks |
|---|---|---|---|---|---|---|
| ShineWing Zhonghe United Accounting Firm |
Guo Jinyu Chen Guanghui |
2025/01/01- 2025/12/31 |
2,910 | 120 | 3,030 | The non-audit public fee is mainly the change registration service fee |
- (1) Non-audit public funds are more than one-fourth of the audit public funds:
。 無此情形
-
(2) If the CPA firm is changed and the audit fees paid in the year of change are less than the audit fees in the year before the change: Not applicable
-
(3) Audit expenses decrease by 15% or more compared to the previous year: Not applicable
-
62 -
==> picture [66 x 24] intentionally omitted <==
5. Information on the change of accountant: None
-
The chairman, general manager, or managerial officer in charge of financial or accounting affairs of the company has worked in a certified public accountant's firm or its affiliates within the past year: None of the case.
-
63 -
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-
Changes in equity transfers and equity pledges of directors, supervisors, managerial officers, and shareholders holding more than 10% of the shares in the most recent year and as of the date of publication of the annual report
-
(1) Changes in the equity of directors, supervisors, managerial officers, and shareholders holding more than 10% of the shares
The query index is as follows:
Equity transfer: Public Information Observatory>> inquiry of equity changes/securities issuance > equity transfer data of a single company> insider shareholding change after the fact
Website: https://mops.twse.com.tw/mops/#/web/query6_1
Changes in equity pledges: Public Information Observatory> > equity changes/securities issuance > announcements of insider pledge dissolution > insider pledge dissolution of a single company
網址:https://mopsov.twse.com.tw/mops/web/STAMAK03_1
-
(2) Directors, supervisors, managerial officers, and counterparties to the equity transfer of shareholders holding more than 10% of the shares are related parties: None.
-
(3) Directors, supervisors, managerial officers, and counterparties to shareholders' equity pledges holding more than 10% of the shares are related parties: None.
-
Information on the top 10 shareholders who are related parties or spouses or relatives within the second degree of kinship:
1 March 31, 15; Unit: Shares / %
| NAME (NOTE 1) |
PERSON HOLDINGS |
SPOUSES AND MINOR CHILDREN HOLD SHARES |
USING THE NAME OF OTHERS TO HOLD SHARES IN TOTAL |
IF THE TOP TEN SHAREHOLDERS HAVE A RELATED PERSON OR ARE A SPOUSE OR A RELATIVE WITHIN THE SECOND DEGREE OF KINSHIP, THEIR NAME OR |
NO TE |
|
|---|---|---|---|---|---|---|
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| SURNAME AND RELATIONSHIP. (NOTE 3) |
SURNAME AND RELATIONSHIP. (NOTE 3) |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio |
Number of shares |
shareh olding ratio |
Numb er of shares |
shar ehol ding ratio |
Name (or name) |
relationship | ||
| Huasen Biochemical Technology Co., Ltd Representative: Chen Shiwei |
20,600,055 | 41.65% | - |
- |
- |
- |
- |
- |
|
| Li Sentian | 14,558,465 | 29.43% | 159,942 | 0.32% |
- |
- |
- |
- |
|
| Huayu Solar Co., Ltd Representative: KeQingwen |
2,885,480 | 5.83% | - |
- |
- |
- |
- |
- |
|
| Inventec Co., Ltd Representative: Ye Licheng |
1,478,012 | 2.99% | - |
- |
- |
- |
- |
- |
|
| Jingling Electronics Co., Ltd Representative: Lin Mingcheng |
628,000 | 1.27% | - |
- |
- |
- |
- |
- |
|
| Zhao Fangyang | 458,000 | 0.93% | - |
- |
- |
- |
- |
- |
|
| Pan Li'e | 220,140 | 0.45% | - |
- |
- |
- |
- |
- |
|
| PengZiying | 194,760 | 0.39% | - |
- |
- |
- |
- |
- |
|
| Xie Mingzhe | 184,800 | 0.37% | - |
- |
- |
- |
- |
- |
|
| Chen Qingzheng |
174,000 | 0.35% | - |
- |
- |
- |
- |
- |
Note 1: All the top ten shareholders should be listed, and if they are legal person shareholders, the name of the legal person shareholder and the name of the representative should be listed separately.
-
Note 2: The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in the name of one's own, spouse, minor children, or the use of others.
-
65 -
==> picture [66 x 24] intentionally omitted <==
- The number of shares held by the company, its directors, supervisors, managerial officers, and enterprises directly or indirectly controlled by the company in the same invested enterprise, and the comprehensive shareholding ratio shall be calculated together:
| 1 March 31,15;Unit: thousand shares/% The Company's investment directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments Comprehensive investment number of shares Sharehold ing proportion number of shares Shareholdin g proportion Number of shares Sharehol ding proportio n 60,059 100.00% --60,059 100.00% 6,645 100.00% --6,645 100.00% 54,000 100.00% --54,000 100.00% 7,000 48.28% --7,000 48.28% 6,974 22.51% --6,974 22.51% |
1 March 31,15;Unit: thousand shares/% The Company's investment directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments Comprehensive investment number of shares Sharehold ing proportion number of shares Shareholdin g proportion Number of shares Sharehol ding proportio n 60,059 100.00% --60,059 100.00% 6,645 100.00% --6,645 100.00% 54,000 100.00% --54,000 100.00% 7,000 48.28% --7,000 48.28% 6,974 22.51% --6,974 22.51% |
1 March 31,15;Unit: thousand shares/% The Company's investment directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments Comprehensive investment number of shares Sharehold ing proportion number of shares Shareholdin g proportion Number of shares Sharehol ding proportio n 60,059 100.00% --60,059 100.00% 6,645 100.00% --6,645 100.00% 54,000 100.00% --54,000 100.00% 7,000 48.28% --7,000 48.28% 6,974 22.51% --6,974 22.51% |
1 March 31,15;Unit: thousand shares/% The Company's investment directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments Comprehensive investment number of shares Sharehold ing proportion number of shares Shareholdin g proportion Number of shares Sharehol ding proportio n 60,059 100.00% --60,059 100.00% 6,645 100.00% --6,645 100.00% 54,000 100.00% --54,000 100.00% 7,000 48.28% --7,000 48.28% 6,974 22.51% --6,974 22.51% |
1 March 31,15;Unit: thousand shares/% The Company's investment directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments Comprehensive investment number of shares Sharehold ing proportion number of shares Shareholdin g proportion Number of shares Sharehol ding proportio n 60,059 100.00% --60,059 100.00% 6,645 100.00% --6,645 100.00% 54,000 100.00% --54,000 100.00% 7,000 48.28% --7,000 48.28% 6,974 22.51% --6,974 22.51% |
1 March 31,15;Unit: thousand shares/% The Company's investment directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments Comprehensive investment number of shares Sharehold ing proportion number of shares Shareholdin g proportion Number of shares Sharehol ding proportio n 60,059 100.00% --60,059 100.00% 6,645 100.00% --6,645 100.00% 54,000 100.00% --54,000 100.00% 7,000 48.28% --7,000 48.28% 6,974 22.51% --6,974 22.51% |
|
|---|---|---|---|---|---|---|
| Reinvested enterprises (Note) |
The Company's investment |
directors, supervisors, managerial officers, and enterprises that directly or indirectly control the investments |
Comprehensive investment |
|||
| number of shares |
Sharehold ing proportion |
number of shares |
Shareholdin g proportion |
Number of shares |
Sharehol ding proportio n |
|
| Arima Communication (Cayman)Corp. |
60,059 | 100.00% | - |
- |
60,059 | 100.00% |
| Technovation(Cayman) Corp. |
6,645 | 100.00% | - |
- |
6,645 | 100.00% |
| Guanru Investment Co., Ltd |
54,000 |
100.00% | - |
- |
54,000 | 100.00% |
| Chuangsheng Investment Co.,Ltd |
7,000 |
48.28% | - |
- |
7,000 | 48.28% |
| CEFC Optoelectronics Co.,Ltd |
6,974 |
22.51% | - |
- |
6,974 | 22.51% |
Note: It is a long-term investment of the company.
- 66 -
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III. Fundraising status
1. Capital and shares
(1) Source of share capital
1. The process of formation of share capital
Unit: thousand shares; NT$thousand
| year | Issue price (NTD). |
Approved share capital | Approved share capital | Paid-in share capital | Paid-in share capital | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | source of equity |
Assets other than cash are used to offset the share payment |
Other | ||
| 88.09 | 10 | 100,000 | 1,000,000 |
50,000 |
500,000 |
initiated the establishment | None | Note 1 |
| 88.12 | 10 | 100,000 | 1,000,000 |
100,000 |
1,000,000 | cash capital increase of 500,000 thousand yuan | None | Note 2 |
| 89.06 | 10 | 180,000 | 1,800,000 |
122,800 |
1,228,000 | cash capital increase of 228,000 thousand yuan | None | Note 3 |
| 89.12 | 10 | 250,000 | 2,500,000 |
200,000 |
2,000,000 | cash capital increase of 772,000 thousand yuan | None | Note 4 |
| 90.12 | 10 | 250,000 | 2,500,000 |
250,000 |
2,500,000 | cash capital increase of 500,000 thousand yuan | None | Note 5 |
| 92.08 | 10 | 305,000 | 3,050,000 |
280,000 |
2,800,000 | Cash capital increase of 300,000 thousand yuan | None | Note 6 |
| 93.09 | 10 | 398,000 | 3,980,000 |
315,566 |
3,155,656 | surplus and capital reserve to increase capital by 355,656 thousand yuan |
None | Note 7 |
| 94.08 | 10 | 398,000 | 3,980,000 |
350,831 |
3,508,311 | surplus and capital reserve increased by 352,655 thousand yuan |
None | Note 8 |
| 94.12 | 10 | 398,000 | 3,980,000 |
351,369 |
3,513,691 | Employee stock options were converted and issued new shares of 5,380 thousand yuan |
None | Note 9 |
| 95.04 | 10 | 398,000 | 3,980,000 |
352,231 |
3,522,311 | Employee stock options were converted and issued new shares of 8,620 thousand yuan |
None | Note 10 |
| 95.07 | 10 | 398,000 | 3,980,000 |
352,296 |
3,522,962 | Employee stock options were converted and issued new shares of 650 thousand yuan |
None | Note 11 |
| 96.01 | 10 | 398,000 | 3,980,000 |
352,487 |
3,524,871 | Employee stock options were converted and issued new shares of 1,910 thousand yuan |
None | Note 12 |
| 96.04 | 10 | 398,000 | 3,980,000 |
352,853 |
3,528,525 | 1. Employee stock options were converted and issued new shares of NT$3,560 thousand 2. The first domestic unsecured conversion of corporate bonds was converted into NT$94,000 |
None | Note 13 |
| 96.06 | 10 | 398,000 | 3,980,000 |
369,215 |
3,692,146 | the surplus was converted into a capital increase of 163,621 thousand yuan |
None | Note 14 |
| 96.07 | 10 | 398,000 | 3,980,000 |
369,410 |
3,694,096 | 1. Employee stock options were converted and issued new shares of NT$575 thousand 2. The first domestic unsecured conversion of corporate bonds was converted into NT$1,375 thousand |
None | Note 15 |
| 96.12 | 10 | 398,000 | 3,980,000 |
371,363 |
3,713,629 | 1. Employee stock options conversion and issuance of new shares of 270 thousand yuan 2. The first unsecured conversion of corporate bonds in China was converted into 19,263 thousand yuan |
None | Note 16 |
| 97.01 | 10 | 398,000 | 3,980,000 |
371,456 |
3,714,559 | Employee stock options were converted and issued new shares of 930 thousand yuan |
None | Note 17 |
| 97.04 | 10 | 398,000 | 3,980,000 |
371,642 |
3,716,419 | employees exercised stock options to issue new shares of 1,860 thousand yuan |
None | Note 18 |
| 97.09 | 10 | 398,000 | 3,980,000 |
371,762 |
3,717,619 | Employees exercised stock options to issue new shares of 1,200 thousand yuan |
None | Note 19 |
| 98.01 | 10 | 398,000 | 3,980,000 |
371,591 |
3,715,914 | 1. Cancellation of repurchased shares of 1,865 thousand yuan 2. Employees exercised stock options to issue new shares of 160 thousand yuan |
None | Note 20 |
| 98.06 | 10 | 500,000 | 5,000,000 |
371,591 |
3,715,914 | 98/6/14 amended the company's articles of association to set the rated share capital of 50 billion yuan, and the change registration was completed on 98/6/30 |
None | Note 21 |
| 98.09 | 10 | 500,000 | 5,000,000 |
368,478 |
3,684,784 | 31,130 thousand yuan of shares were cancelled | None | Note 22 |
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| year | Issue price (NTD). |
Approved share capital | Approved share capital | Paid-in share capital | Paid-in share capital | Note | Note | Note |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | source of equity |
Assets other than cash are used to offset the share payment |
Other | ||
| 99.09 | 10 | 500,000 | 5,000,000 |
409,478 |
4,094,784 | private placement shares of 410,000 thousand yuan | None | Note 23 |
| 100.04 | 10 | 500,000 | 5,000,000 |
400,209 |
4,002,094 | cancelled and repurchased shares of 92,690 thousand yuan |
None | Note 24 |
| 100.11 | 10 | 500,000 | 5,000,000 |
398,988 |
3,989,884 | cancelled the repurchased shares of 12,210 thousand yuan |
None | Note 25 |
| 101.05 | 10 | 500,000 | 5,000,000 |
399,335 |
3,993,354 | Employee stock options were converted and issued new shares of 3,470 thousand yuan |
None | Note 26 |
| 101.08 | 10 | 500,000 | 5,000,000 |
411,305 |
4,113,051 | Capital increase from earnings to capital increase of 119,697 thousand yuan (of which 12,289 thousand yuan was from private placement earnings to capital increase). |
None | Note 27 |
| 102.01 | 10 | 500,000 | 5,000,000 |
420,848 |
4,208,481 | 95,430 thousand yuan of new shares with restricted employee rights were allocated free of charge |
None | Note 28 |
| 102.05 | 10 | 500,000 | 5,000,000 |
420,683 |
4,206,831 | cancelled 1,650 thousand new shares with restricted employee rights |
None | Note 29 |
| 102.12 | 10 | 500,000 | 5,000,000 |
420,270 |
4,202,701 | cancelled new shares with restricted employee rights of 4,130 thousand yuan |
None | Note 30 |
| 103.04 | 10 | 500,000 | 5,000,000 |
419,623 |
4,196,231 | cancelled new shares with restricted employee rights of 6,470 thousand yuan |
None | Note 31 |
| 103.09 | 10 | 500,000 | 5,000,000 |
418,764 |
4,187,636 | cancelled new shares with restricted employee rights of 8,595 thousand yuan |
None | Note 32 |
| 104.04 | 10 | 500,000 | 5,000,000 |
418,628 |
4,186,276 | cancel 1,360 thousand yuan of new shares with restricted employee rights |
None | Note 33 |
| 105.04 | 10 | 500,000 | 5,000,000 |
416,178 |
4,161,776 | cancelled new shares with restricted employee rights of 24,50 0 thousand yuan |
None | Note 34 |
| 107.07 | 10 | 500,000 | 5,000,000 |
208,089 |
2,080,888 | Reduced capital by 2,080,888 thousand yuan to make up for the loss |
None | Note 35 |
| 111.08 | 10 | 500,000 | 5,000,000 |
72,831 |
728,311 |
Reduced capital by 1,352,577 thousand yuan to make up for the loss |
None | Note 36 |
| 113.08 | 10 | 500,000 | 5,000,000 |
14,556 |
145,662 |
Reduced capital by 582,649 thousand yuan to make up for the loss |
None | Note 37 |
| 113.10 | 10 | 500,000 | 5,000,000 |
18,666 |
186,662 |
Private placement shares of 41,000 thousand yuan | None | Note 38 |
| 113.10 | 10 | 500,000 | 5,000,000 |
12,666 |
226,662 |
Private placement shares of 4 0,000 thousand yuan | None | Note 39 |
| 113.11 | 10 | 500,000 | 5,000,000 |
26,666 |
266,662 |
Private placement shares of 4 0,000 thousand yuan | None | Note 40 |
| 2025.03 | 10 | 500,000 | 5,000,000 |
29,666 |
296,662 |
Private placement shares of 3 0,000 thousand yuan | None | Note 41 |
| 2025.03 | 10 | 500,000 | 5,000,000 |
32,666 |
326,662 |
Private placement shares of 3 0,000 thousand yuan | None | Note 42 |
| 2025.09 | 10 | 500,000 | 5,000,000 |
38,466 |
384,662 |
private placement shares of 58,000 thousand yuan | None | Note 43 |
| 2025.10 | 10 | 500,000 | 5,000,000 |
44,466 |
444,662 |
6 0,000 thousand yuan of private placement shares | None | Note 44 |
| 2025,10 | 10 | 500,000 | 5,000,000 |
46,466 |
464,662 |
Private placement shares of 2 0,000 thousand yuan | None | Note 45 |
| 2026,02 | 10 | 500,000 | 5,000,000 |
49,466 |
494,662 |
Private placement shares of 3 0,000 thousand yuan | None | Note 46 Note 47 |
Note 1: The established share capital is 500,000 thousand yuan
Note 2: Approved by Taiwan Finance Securities (1) Letter No. 96624 dated November 11, 88 Note 3: Approved by Taiwan Finance Securities (1) Letter No. 26819 on March 23, 89 Note 4: Approved by Taiwan Finance Securities (1) Letter No. 87265 dated October 23, 89 Note 5: Approved by Taiwan Finance Securities (1) Letter No. 160306 dated October 4, 90 Note 6: Approved by Letter No. 0920115028 of April 29, 92 Note 7: Approved by Letter No. 0930126847 dated June 16, 93 Note 8: Approved by Letter No. 0940124784 of June 21, 94
Note 9: Approved by Letter No. 0940036856 of Taiwan Securities on December 29, 94 Note 10: Approved by Letter No. 0950008440 of Taiwan Securities on April 26, 95
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Note 11: Approved by Taiwan Securities Letter No. 0950020130 dated July 31, 95 Note 12: Approved by Letter No. 0960002416 of the Taiwan Securities on January 25, 96 Note 13: Approved by Taiwan Securities Letter No. 0960009154 dated April 16, 96 Note 14: Approved by Letter No. 0960029795 of June 12, 96 Note 15: Approved by Letter No. 09600213031 of the Taiwan Securities on July 30, 96 Note 16: Approved by Taiwan Securities Letter No. 09600380431 on December 25, 96 Note 17: Approved by Taiwan Securities Letter No. 09700026391 dated January 25, 97 Note 18: Approved by Letter No. 09700102791 of Taiwan Securities on April 24, 97 Note 19: Approved by the Taiwan Securities Letter No. 09700287131 dated September 25, 97 Note 20: Approved by Letters No. 0980001502 and 09800015061 of the Taiwan Securities on January 22, 98 Note 21: Approved by Letter No. 09801134790 on June 30, 98 Note 22: Approved by Taiwan Securities Shangzi No. 09800234571 on September 21, 98 Note 23: Approved by Letter No. 09901201910 on September 7, 99 Note 24: Approved by Letter No. 10001069240 on April 13, 100 Note 25: Approved by Letter No. 10001270680 on November 28, 100 Note 26: Approved by Letter No. 10101094570 on May 25, 101 Note 27: Approved by Letter No. 10101178720 on August 29, 101 Note 28: Approved by Letter No. 1020101009 on January 16, 102 Note 29: Approved by Letter No. 10201101170 on May 31, 102 Note 30: Approved by Letter No. 10201244590 on December 03, 102 Note 31:10 Approved by Letter No. 10301065620 on April 16, 3 Note 32:10 Approved by Letter No. 10301184390 on September 16, 3 Note 33:10 Approved by Letter No. 10401065990 on April 28, 4 Note 34:10 Approved by Letter No. 10501069940 on April 12, 5 Note 35:10Approved by Letter No. 10701089430 on July 30, 7 Note 36:1 Approved by Letter No. 11101157510 on August 29, 11 Note 37:1 Approved by Letter No. 11351861910 dated August 13, 13 Note 38:1 Approved by Letter No. 11353865610 of Fu Industrial Commercial Zi dated January 22, 13 Note 39:1 Approved by Letter No. 11354065100 dated January 1, 13 0/23 Note 40:1 Approved by Letter No. 11355112310 dated November 19, 13 Note 41:1 Approved by Letter No. 11447074200 dated March 17, 2025 Note 42:1 Approved by Letter No. 11447224510 of Fu Ji Shang Zi on March 28, 2025 Note 43: Approved by Letter No. 11453487110 dated September 30, 2025 Note 44: Approved by Letter No. 11453785510 dated October 7, 2025 Note 45: Approved by Letter No. 11453890420 of Fu Industrial and Commercial Zi on October 14, 2025 Note 46: Approved by Letter No. 11545426920 dated February 12, 2026 Note 47: Approved by Letter No. 11545427120 dated February 12, 2026
2. Types of shares
March 16,2026; Unit: Shares
| Types of shares |
Approved share capital | Approved share capital | Approved share capital | Note |
|---|---|---|---|---|
| Outstanding shares |
unissued shares | Total |
||
| common stock |
49,466,216 | 450,533,784 | 500,000,000 | The outstanding shares include 36,378,012 privateplacement shares |
3. Information on the comprehensive declaration system: None.
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(2) List of major shareholders: If there are fewer than 10 shareholders with a shareholding ratio of 5% or more, the name, amount and proportion of shares held by the top 10 shareholders shall be disclosed
1 March 31, 15
| 1 March 31, 15 | ||
|---|---|---|
| shares Name of substantial shareholder |
Number of shares held |
shareholding ratio |
| Huasen Biochemical Technology Co., Ltd Li Sentian Huayu Solar Co., Ltd Inventec Co., Ltd Jingling Electronics Co., Ltd Zhao Fangyang Pan Li'e Peng Ziying Xie Mingzhe ChenQingzheng |
20,600,055 14,558,465 2,885,480 1,478,012 628,000 458,000 220,140 194,760 184,800 174,000 |
41.65% 29.43% 5.83% 2.99% 1.27% 0.93% 0.45% 0.39% 0.37% 0.35% |
(3) The Company's dividend policy and its implementation status
- The dividend policy stipulated in the company's articles of association
If the Company makes a profit during the year, the ratio of employee remuneration and director and supervisor remuneration shall be stipulated as follows.
-
(1) Employee remuneration shall not be less than 5%.
-
(2) The remuneration of directors and supervisors shall not exceed 3%.
Not less than 60% of the amount of employee remuneration referred to in the preceding paragraph shall be allocated for the distribution of remuneration to grassroots employees. If employee remuneration is distributed in the form of stocks, the allocation recipients may also include employees of controlling and subordinate companies that meet certain conditions, and the conditions and methods shall be determined by the board of directors.
The Company's issuance of employee stock option certificates, new shares with restricted rights for employees, transfer of treasury shares to employees, and cash capital increase reserved for new shares reserved for
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employees to be paid may include employees of the controlling and subordinate companies that meet certain conditions.
If there is a surplus in the Company's annual final accounts, it shall first pay income tax and make up for losses, and then set aside 10% as the statutory surplus reserve, but may not be set aside when the statutory surplus reserve has reached the paid-in capital. If there is still a surplus, the remaining surplus, together with the accumulated undistributed earnings from the previous year, shall be distributed by the board of directors and resolved by the shareholders' meeting.
Considering that the Company is a high-tech enterprise with technology and capital intensive, in order to respond to the capital needs and long-term financial planning of future industry changes, as well as the principle of dividend balance, the distribution of earnings will be given priority to cash dividends, and may also be distributed in the form of stock dividends, provided that the proportion of cash dividends distributed shall not be less than 10% of the total dividends.
-
Proposed dividend distribution at this shareholders' meeting: The Company's operating results for the 2025th year of the Republic of China are a net loss after tax of NT$111,056 thousand, plus a loss to be made up at the beginning of the period of NT$228,722 thousand, less the changes in joint ventures and joint ventures recognized by the rights method of NT$11,468 thousand, less other comprehensive income of NT$305 thousand, and a loss to be covered at the end of the period of NT$350,941 thousand , and the board of directors resolved not to distribute it
-
Expected to have significant changes in dividend policy: None.
-
(4) The impact of the proposed free allotment of shares at this shareholders' meeting on the company's operating performance and earnings per share:
-
There is no proposed free allotment of shares at this shareholders' meeting, so it is not applicable.
(5) Employee remuneration and director remuneration
- The percentage or scope of employee remuneration and director remuneration as stipulated in the company's articles of association:
Please refer to the explanation in (6) above.
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-
The basis for estimating the remuneration of employees and directors in the current period, the calculation basis for the number of shares distributed as stock dividends, and the accounting treatment of the actual distribution amount if there is a discrepancy between the estimated amount:
-
Since 2025 years is a loss, there is no need to mention the remuneration of employees and directors
-
Information on the proposed allocation of employee remuneration approved by the board of directors:
-
(1) The amount of cash remuneration, stock remuneration, and director remuneration to be distributed. If there is a discrepancy from the estimated amount of the recognized expense year, the number of discrepancies, the reasons, and the status of handling shall be disclosed
The amount of cash remuneration, stock remuneration and director remuneration for employees was not distributed this year, so it is not applicable
-
(2) The amount of stock remuneration proposed to be distributed to employees and the ratio to the total net profit after tax and total employee remuneration for the current period: N/A
-
(3) Calculated earnings per share after considering the proposed distribution of employee remuneration and director remuneration:
No employee and director remuneration was allocated this year, so it is not applicable.
- The status of employee remuneration and director remuneration (including the number of shares allocated, amount, and stock price) in the previous year, and if there is a difference between the remuneration of employees and directors, the number of discrepancies, the reasons, and the handling status shall be specified:
There is no surplus distribution, so it is not applicable.
(6) The company's repurchase of the Company's shares: None
2. Status of corporate bond processing: None.
3. Status of special shares: None.
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-
Handling of overseas depositary receipts: None.
-
Handling of employee stock option certificates: None
-
Status of new shares with restricted employee rights: None.
-
Mergers and acquisitions or acquisitions of shares of other companies to issue new shares: None
-
Implementation of the fund utilization plan: None
-
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IV . Operational Overview
1. Business content
(1) Business scope
1. The main content of the business
The Company's main business items are wireless communication applications and mobile handheld devices, dual-mode industrial mobile devices, industrial control mobile devices, automotive electronicsrelated products, POS machines for contactless sensing including face and palm print recognition, and professional design, manufacturing, and other services for sensing products for millimeter-wave radar technology applications. Its business model is ODM (Original Design Manufacture) and OEM (Original Equipment Manufacture), as well as some joint development, design and manufacturing JDM (Joint Design Manufacture).
2. Proportion of business
The Company's operating proportions for the most recent three years are as follows:
| Product items | 2023 years | 2024 years | 2025 years |
|---|---|---|---|
| Merchandise sales |
87.35% | 93.77% | 99.91% |
| Labor services | 12.65% | 6.23% | 0.09% |
| Total | 100.00% | 100.00% | 100.00% |
- The company's current products and services The company is a professional design and OEM service provider for wireless communication products and mobile handheld devices, dualmode industrial mobile devices, industrial control mobile devices, intelligent on-the-spot detection parking solutions, smart parking columns, automotive electronics-related products and millimeter-wave radar technology application sensing products
The main products include consumer mobile phones, industrial control mobile phones, smartphones, and dual-mode hands
machines, industrial control tablets, communication modules, and various Internet of Things and vehicles for networking
Dual-mode industrial mobile devices,include LTE、5G、WIFI、Bluetooth、 、 GPS、NFC Walkie-talkie
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and other wireless communication technologies, and apply the aforementioned related wireless protocol technologies to develop artificial intelligence (AI) and edge computing combined with highdefinition pixel camera modules, and develop the application market related to smart transportation and smart cities including vehicle presence and license plate recognition, and is currently actively investing in the development and business expansion of fifth-generation mobile communication mobile phones, tablets and display products related to automotive applications, as well as Internet of Things applications such as contactless sensor devices and POS machines. At the same time, it is also involved in industrial control mobile devices, automotive electronics-related products, artificial intelligence homes, smart care, smart transportation, and smart city markets. In addition to traditional hardware sales services, it plans to expand to software value-added services
-
New products and services planned to be developed
-
The international geopolitical landscape has gradually formed democratic and totalitarian camps, giving rise to new geopolitical economic systems and supply chain shifts. Taiwan has long been friendly with the democratic Western camp dominated by the United States, and related military products are also successful, so it uses existing wireless and radar-related technologies and intellectual property rights to intervene in the research and development and design of dual-use products, including high-power solid-state amplifiers (SSPAs) and active electronically scanned arrays (AESA) radar transceiver modules (TRMs).
In addition, the momentum of the global drone market has increased significantly (80% professional market + 20% consumer market). The professional market includes military/agricultural/industrial/commercial applications. In recent years, drones have gradually gained attention in regional tactics, and the demand for them is increasing day by day, and in agriculture/disaster relief, outdoor large-area and long-distance inspections have also grown rapidly. Huaguan has accumulated a deep technical foundation in wireless communication and optoelectronic technology for more than 20 years, and is familiar with various communication systems. The following core technologies are the key technologies for the development of drones:
4.1 Development of high-power phased array radar (AESA) and loworbit satellite modules, as well as low-power millimeter-wave radar.
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4.2 Long-term use of digital cameras and familiarity with image processing and other technologies.
4.3 Group subsidiaries produce lasers, design ToF ICs and LiDAR products.
The introduction of drones is not just about buying and selling aircraft hardware, but also through secondary development and localization, providing solutions for different professional markets to increase added value, in line with the company's diversified development goals
-
(2) Industry overview
-
The current status of the downstream industry of mobile communications and electronics
-
5GThe landing has exceeded4year, but so far the average people's livelihood5GThe penetration rate of applications other than mobile phones is not high enough, not only in the mobile phone part, but also in the mobile phone part5GThe proudest part of the Internet of Things, Internet of Vehicles, and industrial automation is also slow to progress, with a bit of a high and low phenomenon, which may be related to the high cost of equipment, high network service fees, and the absence of killer applications.Such as5GMobile communication modules are currently compared4GModules are much more expensive, so they are currently used5GThe proportion of modules is still very low,AR/VRIt is more necessary than the Internet of Vehicles, but these two markets have not yet become commonplace.
-
1.1 Current status of mobile phone products
-
At least at present, very few 4G mobile phone users will
-
want to replace 5G mobile phones in order to have 5G functions, and the dilemma of 5G mobile phones can be summarized for two reasons: there is no killer application that needs to be matched with 5G, and the CP value of 5G mobile phones is not high at this stage, which means that the price of 5G mobile phones is too expensive without commonly used applications.
-
The company can continue to develop mobile phones for special applications, operate niche mobile phone products as the basis, and strengthen its transformation into a technology company with diversified products.
- 1.2 Current status of non-mobile electronic products
From the company's background, we should first study the current situation and future analysis of the following nonmobile phone industries, namely network communication
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products, camera products, AI edge computing products, products used by special groups, and some automotive products; The reasons for inclusion are: 1. Close to the company's original expertise, such as network communication products; 2. the market demand is the largest, such as camera products; 3. emerging demands, such as AI edge computing products, elderly health care products used by special groups, and some automobile, e-bike, and bicycle application products. The current situation of various industries is explained as follows:
-
1.2.1 AI edge computing products, which are relatively popular recently, such as AI Boxes for security and AI Boxes for cars with ADAS functions, are mostly used with cameras, camera intelligence is already a trend, old cameras are either replaced with smart cameras or an AI Box is installed, the latter is currently more commonly used, and some application sites may also need AI Boxes without cameras, such as access control on construction sites, employees can be asked to use mobile phone selfies to send to AI Box for face recognition and then control access control, there may be many similar uses.
-
1.2.2 Special group application products, such as fall detection watches for the elderly, fall detection radars used by the elderly living alone, sleep quality detection radars or electronic fence detection radars, most countries in the world have the trouble of entering the elderly society, how to solve the problem of insufficient manpower to care for the elderly is the latest issue, taking Japan as an example, the society has entered the aging population and the declining birthrate and labor shortage, so the Japanese government has begun to do ICT elderly care subsidies, and the future market is generally optimistic
-
1.2.3 Other automotive electronic products
Automotive electronic products include the above 4 types of products, so the development of these 4 types of products can be developed for other markets, and can also be used in cars, e-bikes or bicycles, such as network communication products required for the Internet of Vehicles, car cameras, automotive AI boxes and automotive radars, and other automotive electronic products such as in-car dashboards, head-up displays, Lidar and other equipment are slowly
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becoming standard electronic equipment in cars
- The company's development strategy for non-mobile phone electronic products
The above three products are not so unfamiliar to the company's employees, and Huaguan is also actively transforming into the military module industry, drone and drone subsystem industry. This part of the products is developed based on the core technologies accumulated by Huaguan in wireless communication, optical imaging and software over the past 20 years. The product and subsystem development strategy of drones is
- 2.1 Develop 1 large + 1 small UAV product
2.1.1 The large one is a single rotor (total length: 8 m/take-off: 680 kg/payload: 277 kg): mainly used for agriculture (sowing/fertilization/pesticides)/firefighting (forest firefighting)/plant protection (ESG-related/large-scale afforestation).
2.1.2 The small one is VTOL (total length: 3.5~5 m/takeoff: 22~100 kg/payload: 5~25 kg): mainly used for military (investigation/combat integration)/civilian (agriculture/disaster relief/mapping/inspection of electricity, communications, oil pipelines and other infrastructure).
-
2.2 Establish a local supply chain and secondary development of subsystems
-
2.2.1 Imported parts Large single rotor: imported engines, flight control systems, servos, photoelectric pods and other components. VTOL: Except for engines and other components, mainly local parts
-
2.2.2 Flight control/optical payload/image transmission/communication subsystem: partly selfdeveloped, partly established local strategic suppliers
-
2.2.3 Localization of other components
-
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(3) Technology and R&D status
- The costs and expenses related to R&D investment in the most recent year and as of the date of publication of the annual report are as follows:
| chnology and R&D status The costs and expenses related to R&D investment in the most cent year and as of the date of publication of the annual report are follows: |
chnology and R&D status The costs and expenses related to R&D investment in the most cent year and as of the date of publication of the annual report are follows: |
chnology and R&D status The costs and expenses related to R&D investment in the most cent year and as of the date of publication of the annual report are follows: |
|---|---|---|
| Unit: NT$thousand Annual Project 2024 years 2025 years All year All year R&D expenses 69,666 40,224 Net revenue 146,575 391,196 R&D expenses as a percentage of net revenue 47.53% 10.28% |
||
| Annual Project |
2024 years All year |
2025 years All year |
| R&D expenses | 69,666 | 40,224 |
| Net revenue | 146,575 | 391,196 |
| R&D expenses as a percentage of net revenue |
47.53% | 10.28% |
Note 1: This is the amount of all companies in the consolidated statements.
2. Successfully developed technologies or products
| Time | R&D results |
|---|---|
| 2019 | 1. Tracker (Cat M/NB_IOT) 2. Smart Wearable Device 3. Modular Design Smartphone |
| 2020 | 1. NB_IOT & Cat M1 Product Development。2. In-depth research and development of smart 5G mobile phoneproducts andplatformproducts |
| 2021 | Huaguan Communications and Qualcomm have jointly developed and launched a cutting-edge enterprise solution using Qualcomm's latest QCM6125 AI processors to meet and address the urgent needs of contactless commercial devices triggered by the epidemic, and integrate contactless 3D TOF (Time of Fly) stereo recognition cameras, NFC (Near Field Communication) and 4G LTE/Wi-Fi wireless connectivity |
| 2022 | 1. LTE + UHF band Dual-mode Radio with Smart backend for Last mile front line workers 2. World smallest and lightest long standby companion mobile phone The Walkie-Talkie Smart Phone integrates 4G LTE, WiFi, Bluetooth digital communication and traditional analog |
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| Time | R&D results |
|---|---|
| walkie-talkies in one smartphone, and its unique LTE private band design provides a solution for remote areas that are not covered by public LTE Angel Care uses 60GHz millimeter-wave radar technology to provide care functions such as fall detection, heartbeat breathing, electronic fencing, and two-wayvoice calls. |
|
| 2023 | 1. Mobile Smart Camera with License plate number recognition with backend AI Cloud computing system for Smart parking 2. Smart Health Care Monitoring System without any invasion of privacy for elderly care (Radar technology) 3. Smart Camera System with license plate number recognition and vacancy detection system with backend AI cloud computing system. |
| 2024 | 77Ghz mmWave |
| 2025 | High-power solid-state amplifier (SSPA), active electronically scanned array (AESA) radar transceiver module (TRM), unmanned aerial vehicle and its subsystems |
(4) Long-term and short-term business development plans
-
Short-term business development plan
-
1.1 Continue to uphold the company's core competitiveness in the design and manufacturing of wireless communication technology and products, expand business opportunities to reshape non-Chinese supply chains with the needs of the United States and Japan, strive for EMS or ODM opportunities for wireless handheld devices, and provide professional ODM and OEM capabilities to serve global customers. In response to the business opportunities due to the decoupling of the Sino-US supply chain and the global trade and tariff war, we will strengthen the EMS order acceptance capabilities of the Indonesian factory and expand turnover and profits.
-
1.2 Promotions and Advertising:
-
1.2.1 Exhibit activities: Participate in the Taiwan Military Industry
-
80 -
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Exhibition in September 2025 and exhibit military-related drones and module products.
-
1.2.2 Regularly hold communication briefings with existing customers: The company attaches the utmost importance to the satisfaction of existing customers, so it regularly holds communication briefings with existing customers to understand the latest needs and market development plans of customers through the communication mechanism of both parties.
-
1.2.3 Proactive visits: Identify suitable niche brand customers, develop through email and video conferences, and actively introduce the company's new products.
-
1.2.4 Strategic cooperation with major chip manufacturers: The company promotes to leading brand customers of application products through the global marketing channels with the world's leading chip manufacturers through the cooperative development of future pioneering technologies and products.
-
1.3 Sales strategy: Since the company belongs to the ODM/OEM business model, it targets domestic and foreign customers for niche products, and takes the initiative to develop new customers in the North American, European and Japanese markets as the main focus.
-
1.4 Customer support: We continue to provide customers with various type approvals required for various mobile devices on behalf of customers, and can also accept the development and manufacturing of mobile phones specified by customers. The company has the ability to meet the needs of after-sales service in various regions around the world and assist customers in handling the maintenance needs of end users.
-
Long-term business development plan
-
2.1 Sales of transformation drone products and subsystems
-
2.1.1 Large single-rotor drones, mainly exported. Actively promote the United States, Australia, Brazil, India and the
-
81 -
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Middle East, mainly for agriculture (sowing/fertilization/pesticides)/firefighting (forest firefighting)/plant protection (ESG-related/large-scale afforestation).
2.1.2 The small one is the VTOL fixed-wing hybrid motor: mainly domestic bids, supplemented by foreign sales. It is mainly used for military (investigation/combat integration)/civilian (agriculture/disaster relief/map survey/inspection of electricity, communications, oil pipelines and other infrastructure).
- 2.1.3 The subsystem is mainly for the development and sales of flight control/optical payload/image transmission/communication subsystems
- 2.2 The production and manufacturing base of mobile phones and tablets is mainly based on the Jakarta factory in Indonesia, mainly selling to the Indonesian market and serving local customers. The production base for drones will build another factory in Taiwan.
-
Overview of the market and production and sales
-
(1) Market analysis
- The sales (provision) area of the company's main goods (services).
The company's product marketing areas are mainly customers in the United States, Europe, Asia and Japan, and the analysis is as follows:
Unit: NT$thousand; %
| year | 2023 years | 2023 years | 2024 years | 2024 years | 2025 years | 2025 years |
|---|---|---|---|---|---|---|
| region | amount | proportion | amount | proportion | amount |
proportion |
| Europe | 603 | 0.36% | 63 | 0.04% | 388 | 0.01% |
| Asia | 76,458 | 45.53% | 86,930 | 59.31% | 378,986 | 96.88% |
| America | 90,881 | 54.11% | 59,582 | 40.65% | 11,822 | 3.01% |
| Net | 391,196 | |||||
| turnover | 167,942 | 100.00% | 146,575 | 100% | 100% |
|
| Total |
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- The future supply and demand situation and growth potential of the market
The global smart mobile phone market has gradually reached maturity and saturation, and the growth rate has declined. Coupled with the continuous irrational price competition of mainland brands, the smart mobile phone market has no future prospects. In addition to maintaining its current niche products, the company's mobile phones decided to transform into the military and drone industries in the second half of the year, taking advantage of the future demand growth of this industry and the requirements of the "nonred supply chain" to re-establish its competitive advantage
3. Drone competition niche
The company has long been recognized and long-term cooperation with international first-line customers in the electronics industry, cultivated an excellent R&D team, can quickly integrate and refine products, and has skilled manufacturing capabilities and teams, both within the cost to adjust the production yield to the best state, so that the production capacity can be quickly increased to customer needs
3.1 Solid R&D capabilities and commercialization capabilities
The company's R&D team has many years of successful experience in commercialization in the field of wireless communication; With key technologies such as baseband, radio frequency, audio, imaging, mechanism design, communication protocols, drivers, and human-machine interfaces, the products cover various wireless communication technologies such as LTE, WIFI, Bluetooth, GPS, NFC, etc., and with radar and digital camera sensing technology, we are further actively investing in the research and development of 5G (fifth-generation mobile communication) related technologies and products.
Based on the above technical foundation, we can quickly master the UAV flight control/optical payload/image
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==> picture [66 x 24] intentionally omitted <==
transmission/communication subsystem, coupled with the integration of the flight platform and power system, the product can be quickly introduced into the factory. In addition to MPI and NPI, the manufacturing side also has a quality management system recognized by international first-tier customers, which can mass-produce a large number of drones with stable quality
- 3.2 Complete upstream and downstream industry chain management capabilities
In addition to establishing a non-red supply chain, it is also necessary to strengthen supply chain management, and have a complete supply chain management mechanism to ensure customer delivery rate and satisfaction.
In the long term, establishing strategic partnerships with suppliers is also a consistent philosophy of the company, and under this mechanism, it has become one of the powerful tools for complete and effective supply chain management to win orders.
- 3.3 Professional production and mass production capabilities The company's excellent delivery capabilities, combined with a complete production and marketing mechanism and production scale, enable the company to have the ability to respond to rapid changes in the market
- 3.4 Perfect quality management system
- Huaguan Communication strictly controls its product quality with good process and quality management, so the product quality is stable and has considerable competitive advantages
-
Advantages, disadvantages and countermeasures for future development
-
4.1 Favorable factors
- 4.1.1 The application and growth of drones continue to grow
-
84 -
==> picture [66 x 24] intentionally omitted <==
and expand. In the future, the demand for low-altitude economy will also increase.
4.1.2 Due to economic and political changes around the world, the concept of strategic materials for information security in various countries is also changing, which also accelerates the demand for "de-Sinicization" in various countries
4.1.3 Taiwan's demand for drones to strengthen defense resilience and asymmetric combat power plans will increase.
4.1.4 Opportunities from global trade tariff wars and the demand for de-Sinicization, Indonesia will have more and more products in the future
4.1.5 The Company uses competitive communication technology and supply chain to develop mobile smart license plate recognition parking columns and smart on-board parking detection systems, which have been mass-produced one after another, and have successively set up smart parking systems in many cities in Taiwan, and will replicate the successful model to promote other countries friendly with Taiwan and similar application opportunities
-
(2) Unfavorable factors and countermeasures
-
A. Traditional mobile phone technology is becoming more and more mature, and the price cutting competition of Chinese mainland foundries due to the government's export subsidy policy is becoming more and more serious, which in turn puts pressure on the profits of the global mobile phone foundry business
- Countermeasures: Indonesian factories also face this problem in mobile phone and flat grid OEM, and there are :( countermeasures: 1) In terms of the proportion of OEM products, strive for more OEM of mid-to-highend products to increase turnover and profits; (2) Deepen relationships with customers in Indonesia in
-
85 -
==> picture [66 x 24] intentionally omitted <==
cooperation; (3) In 2025, Indonesian factories will expand their production capacity by 30%, with the aim of increasing orders for non-mobile phone products to improve the profit structure
B. The company's relevant experience in UAV flight control/optical payload/image transmission/communication subsystems can be applied to mobile phone wireless communication, but the expertise in the design of UAV flight platforms and power systems is still lacking
Countermeasures: In addition to actively recruiting relevant design/assembly/maintenance/flight test talents in China, we are also currently strengthening competitiveness through strategic cooperation and JDM methods with domestic and foreign drone or aerospace-related companies
- 86 -
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(2) The important use and production process of the main product
1. Important use of the product
| Mainproducts | Levels of application | Uses: |
|---|---|---|
| drones | (1) Large single-rotor drones (2) VTOL Fixed Airfoil Hybrid Motor |
(1) For agriculture (sowing/fertilization/pesticid es)/firefighting (forest firefighting)/plant protection (ESG-related/large-scale afforestation) purposes (2) Mainly used for military (investigation/combat integration)/civilian (agriculture/disaster relief/map survey/inspection of electricity, communications, oil pipelines and other infrastructure). |
| Flight control/optical payload/image transmission/communi cation subsystem |
Commercial/Industrial/ Military Application Market |
It is mainly used in unmanned vehicles |
| High-power solid-state amplifier (SSPA) and radar transceiver module (TRM). |
Commercial/Industrial/ Military Application Market |
Active Electronically Scanned Array (AESA) radar, low-orbit satellites |
| 4G/5G, image recognition module |
Business/Industrial Application Market |
Smart City, AIOT |
- 87 -
==> picture [66 x 24] intentionally omitted <==
2. Production process
==> picture [269 x 393] intentionally omitted <==
----- Start of picture text -----
Material
Incoming
PCB
PCB testing repair
NO OK
Assembly
Functional
repair OK
NO
Audio test repair
NO OK
Antenna test repair
NO OK
Visual
OK OK
軟體& IMEI 下載 Packagin Shipping
----- End of picture text -----
- 88 -
==> picture [66 x 24] intentionally omitted <==
(3) The supply status of major raw materials
| Main raw materials |
Source of supply | Availability |
|---|---|---|
| Integrated circuits (ICs). |
Xinji Information Co., Ltd., Qualcomm CDMA Technologies Asia Pacific Pte Ltd., and Arrow Electronics Co., Ltd |
Good |
| LCD display | Boda Optoelectronics Co., Ltd., Helitech (Hong Kong) Co., Ltd |
Good |
| Printed circuit boards |
Xinji Information Co., Ltd., Yuehu Jingxin Circuit (Suzhou) Co., Ltd., Wuxi Baishitai Electronic Technology Co., Ltd |
Good |
| Mechanical parts |
Shanghai Yanqi Mould Co., Ltd., Hefei Beiyu Electronic Technology Co., Ltd., Suzhou Industrial Park Hongtu Precision Technology Co., Ltd |
Good |
| camera | Hsintech Information Co., Ltd. 、Juneed Hong Kong company limited |
Good |
The Company's main raw materials include integrated circuits (ICs), liquid crystal displays, printed circuit boards, oscillators, and batteries, and its suppliers are well-known domestic and foreign manufacturers. The Company's main raw material suppliers are mostly two or more to maintain procurement flexibility, and there is no risk of excessive concentration of supply. The main key raw material in the mobile phone industry is integrated circuits (ICs), and in order to ensure the stability of supply sources, suppliers have been diversified to reduce the risk of supply concentration. The remaining important supplies are well coordinated with the Company, and there is no shortage or interruption of supply
- 89 -
(4) A list of customers who have accounted for 10% or more of the total purchases (sales) in any of the most recent two years
1. List of major purchasing manufacturers
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
1. List of major purchasing manufacturers |
|
|---|---|---|---|---|---|---|---|---|
| Unit: NT$thousand;% | ||||||||
2024years |
2025 years |
|||||||
Ratio (%) |
||||||||
of the |
Ratio (%) |
|||||||
net |
relation |
of the net |
relation |
|||||
proj |
||||||||
purchase |
ship |
purchase |
ship |
|||||
ect |
Name |
amount |
Name |
amount |
||||
amount |
with |
amount for |
with |
|||||
for the |
issuers |
the whole |
issuers |
|||||
whole |
year |
|||||||
year |
||||||||
Manufacturer A |
- | - |
None |
Manufactu rer A |
60,573 | 29% |
None |
|
Manufacturer B |
- | - |
None |
Manufactu rer B |
54,984 | 26% |
None |
|
Manufacturer C |
- | - |
None |
Manufactu rer C |
38,089 | 18% |
None |
|
Manufacturer D |
- | - |
None |
Manufactu rer D |
20,892 | 10% |
None |
|
| 1 | Emanufacturer |
16,562 | 29.98% |
None |
E manufactu rer |
9,281 | 4% |
None |
| 2 | Manufacturer F |
2,109 | 3.82% |
None |
Manufactu rer F |
3,208 | 2% |
None |
3 |
Other |
36,577 | 66.20% | None |
Other |
22,712 | 11% |
None |
Netpurchases |
55,248 | 100% |
- |
Netpurchases |
209,739 | 100% |
- |
Explanation of changes in increase and decrease: 1 Due to the merger of Indonesian subsidiaries in 14, the purchase amount increased relatively
3. List of major sales customers
Unit: NT$thousand; %
2025years |
2025years |
2024years |
2024years |
2024years |
||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio of | relationship | Ratio of |
relationshipwith issuers |
|||
| net sales | with | net sales |
||||||
Items |
to the | issuers | Name |
Amount |
to the |
|||
| whole | whole |
|||||||
| year [%] | year[%] |
|||||||
| Customer | 141,490 | 36.00% |
None |
Customer | 13,308 | 9.00% |
None | |
| 1 | ||||||||
| A | A | |||||||
| Customer | 62,803 | 16.00% |
None |
Customer | 6,596 | 5.00% |
None | |
| 2 | ||||||||
| B | B | |||||||
| Customer | 45,768 | 12.00% |
None |
Customer | 9,378 | 6.00% |
None | |
3 |
||||||||
| C | C | |||||||
| Customer | 45,613 | 12.00% |
None |
Customer | 4,274 | 5.00% |
None | |
4 |
||||||||
| D | D | |||||||
- 90 -
| Customer | 42,612 | 11.00% |
None |
Customer | - | 0.00% |
None | |
|---|---|---|---|---|---|---|---|---|
5 |
||||||||
| E | E | |||||||
| Customer | 11,822 | 3.00% |
None |
Customer | 28,525 | 19.00% |
None | |
6 |
||||||||
| F | F | |||||||
| Other | 41,088 | 10.50% |
Other | 84,494 | 57.65% |
|||
| Net sales | 391,196 | 100.00% | - | Net sales | 146,575 | 100.00% | - |
Explanation of changes in increase and decrease: The company's customer orders in 113 years decreased compared with 2023, so operating income decreased compared with the previous period
- 91 -
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- The number of employees, average length of service, average age, and educational distribution ratio of employees in the most recent two years and as of the date of publication of the annual report:
Unit:
person
| Unit: person |
|||||
|---|---|---|---|---|---|
| year | 2024 | 2025 | For the year ended March 31, 2026 |
||
| Number of employees |
Operations and technical personnel |
0 | 1,611 | 1,625 | |
| management and business personnel |
30 |
47 | 47 | ||
| R&D technicians | 19 | 55 | 55 | ||
| Total | 49 | 1,727 | 1,727 | ||
| Average age | 49.56 | 52,78 | 52.82 | ||
| Average length of service | 11.26 | 11.06 | 11.16 | ||
| Educational degree distribution ratio |
PhD | 0 | - | - | |
| Master's degree |
14 | 15 | 15 | ||
| College | 34 | 2023 | 2023 | ||
| High school | 1 | 1,582 | 1,596 | ||
| High school oryounger |
0 | 4 | 4 |
4. Information on environmental protection expenditures
In the most recent year and as of the date of publication of the annual report, the losses suffered due to environmental pollution (including compensation and environmental protection audit results for violations of environmental laws and regulations, the date of disposition, the number of the disposition, the provisions of the violation of laws and regulations, the content of the violation of laws and regulations, and the content of the disposition) shall be disclosed, and the estimated amount and countermeasures that may occur in the present and future shall be disclosed.
- 92 -
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5. Labor relations
-
(1) The company's various welfare measures, further education, training, and retirement systems and their implementation, as well as labor-management agreements and various measures to protect the rights and interests of employees
-
Welfare measures and implementation status
-
(1) The company's employees enjoy the relevant welfare measures stipulated in the Labor Standards Act, and all employees participate in national health insurance and employee group insurance
-
(2) Implement the employee dividend system in accordance with laws and regulations and annual earnings to enhance the centripetal force of employees and achieve the goal of each employee as a shareholder
-
(3) Set up an "Employee Welfare Committee" to coordinate and handle various welfare measures for employees
-
(4) Handle employee education and training, wedding and funeral, maternity subsidies, and hospitalization subsidies
-
(5) Distribute three festivals, birthday gift certificates and departmental dinner subsidies
-
Continuing education and training and their implementation
In order to improve the quality and work skills of employees, strengthen work efficiency and quality, the company has established "Education and Training Measures"; Pre-employment guidance education and training for new employees are implemented when they arrive, and general training and professional training (including internal training and external training) are carried out for all employees from time to time, in order to achieve the training of professional talents, thereby improving management performance and effectively developing and utilizing talents
-
Retirement system and its implementation
-
(1) The Company has established employee retirement regulations covering all full-time employees. According to the regulations, the payment of employee pension is based on the base earned for years of service and the average
-
93 -
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salary of one month at the time of retirement. The calculation of the base is based on the first 15 years of service of each employee, and from the 16th year onwards, each year of service can receive one base, up to a maximum of 45 bases. In accordance with the provisions of the Labor Standards Act, the Company allocates a labor retirement reserve of 2% of the total salary on a monthly basis, which is stored in a special account with the Central Trust Bureau. When the actual pension is paid, it is first withdrawn from the special retirement reserve account, and if there is a shortfall, the company will pay it
In the part of the above-mentioned defined retirement payment method, the company completes the actuarial calculation on the balance sheet date as the measurement date, and the cumulative benefit obligation exceeds the fair value of the pension fund assets, recognizes the minimum pension liability in the balance sheet, and recognizes the net pension cost according to the actuarial results. The company has settled the old system with employees in June 108 in accordance with the law, and the trust department of the Bank of Taiwan returned and settled the labor retirement reserve account in September 108
Since July 1, 94 of the Republic of China, in line with the implementation of the Labor Pension Act (hereinafter referred to as the "New System"), if an employee who has been subject to the original retirement regulations has chosen to apply the length of service after the new system or an employee who has been employed after the implementation of the new system, the length of service will be changed to a defined contribution system.
- (2) Since the establishment of the company, 18 employees have applied for retirement in accordance with the Labor Standards Act
4. Agreement between labor and management
Both labor and management operate successfully under respect for labormanagement ethics, and through labor-management coordination meetings, representatives from both labor and management are appointed to participate in two-way communication on the company's various systems, working environment, safety and health issues, and can be an important reference source for management and administration. In addition, an employee welfare committee meeting has been set up to participate in various meetings by colleagues who are enthusiastic about public welfare and good at
- 94 -
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communication, and various activities to enhance the harmonious working atmosphere and cohesion between the company and employees are proposed for various welfare measures of the company.
-
(2) The losses suffered due to labor disputes in the most recent year and as of the date of publication of the annual report, and the estimated amount and countermeasures that may occur in the present and future shall be disclosed.
-
(3) Fulfill social responsibilities
-
The company formulates relevant management policies and procedures in accordance with relevant laws and international human rights conventions
-
Establish employee grievance mechanisms and channels, and handle them appropriately
-
Provide a safe and healthy working environment for employees, and implement safety and health education for employees
-
< > specific measures to improve employee benefits or rights compared to the previous year
The same measures related to employee benefits and rights as in the previous year
- 95 -
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6. Information and communication security management
-
(1) The company's cyber security risk management framework, cyber security policies, specific management plans, and resources invested in cyber security management
-
Information security risk management framework
The Information Department is responsible for planning, implementing, and promoting information security management matters and promoting information security awareness.
If the audit finds deficiencies, the audited unit is immediately required to submit relevant improvement plans and report to the board of directors, and regularly track the effectiveness of the improvements to reduce internal information security risks.
-
Information and communication security policy
-
(1) Maintain the sustainable operation of each information system
-
(2) Prevent hackers and various viruses from invading and destroying
-
(3) Prevent improper and illegal use by human intentions
-
(4) Prevent the leakage of sensitive information
-
(5) Avoid human negligence accidents
-
(6) Maintain the security of the physical environment
-
Specific management plans and investment resources for information and communication security
(1) Computer equipment security management
-
(1.1) The Company's computer hosts, application servers and other equipment are installed in the dedicated computer room, and the computer room keeps entry and exit records for inspection
-
(1.2) The computer room is equipped with independent air conditioning to maintain the operation of computer equipment in an appropriate temperature environment; and a fully automatic computer fire extinguishing system is used to prevent fires
-
(1.3) The main unit of the computer room is equipped with uninterruptible power supply and voltage regulation equipment to prevent system
-
96 -
==> picture [66 x 24] intentionally omitted <==
crashes caused by unexpected power outages or to ensure that the operation of computer application systems will not be interrupted in the event of a temporary power outage
-
(2) Network security management
-
(2.1) Configure enterprise-level firewalls at the entrance of the external network connection to prevent hackers from illegally intrusion
-
(2.2) Employees must apply for a VPN account to access the computer system by remotely logging in to the company's intranet, and they can only log in and use it through the secure method of VPN, and all have usage records for auditing
-
(2.3) Configure Internet behavior management and filtering equipment to control Internet access, block access to harmful or policy-prohibited network addresses and content, strengthen network security, and prevent improper occupation of bandwidth resources
-
(3) Virus protection and management
-
(3.1) Endpoint protection software is installed on the server and colleagues' terminal computer equipment, and the virus code is automatically updated to ensure that the latest viruses can be blocked, and at the same time, the installation of potentially threatening system executable files can be detected and prevented
-
(3.2) The email server is equipped with email anti-virus and spam filtering mechanisms to prevent viruses or spam emails from entering the client's PC
-
(4) System access control
-
(4.1) Employees can access each application system through the company's internal system permission application process, approved by the responsible supervisor, established by the Information Department, and authorized by each system administrator according to the applied functional permissions
-
(4.2) Password settings for account accounts, specify appropriate strength, and require changes at least every 90 days
-
(4.3) When an employee goes through the resignation (leave) procedures, the Information Department will delete or invalidate the accounts of
-
97 -
==> picture [66 x 24] intentionally omitted <==
each system according to the HR resignation notice
-
(5) Ensure the sustainable operation of the system.
- (5.1) System backup: Establish a backup system, adopt a daily backup mechanism, and store monthly backup tapes in off-site tape cabinets to ensure the security of the system and data
-
(2) If the losses, possible impacts, and countermeasures suffered due to major cyber security incidents in the most recent fiscal year and as of the date of publication of the annual report cannot be reasonably estimated, the facts that cannot be reasonably estimated shall be explained: None
-
98 -
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7. Important contracts
1 April 30, 12
| 1 April 30,12 | ||||
|---|---|---|---|---|
| Contractual nature |
parties |
contract start and end date |
The main content |
Restrictions |
| Technolog y License |
Compan y A |
94.01.01 - Irregular | 1. Mobile phone wireless application technology authorization 2. The royalty amount is paid according to the contract |
|
| The content related to this | ||||
| agreement shall not be disclosed | ||||
to any third party. |
||||
| Technolog y License |
Compan y B |
94.01.01 - Irregular | 1. Mobile phone wireless application technology authorization 2. The royalty amount is paid according to the contract |
|
| The content related to this | ||||
| agreement shall not be disclosed | ||||
to any third party. |
||||
| Technolog y License |
C Compan y |
95.03.23 - Irregular | 1. Mobile phone wireless application technology authorization 2. The royalty amount is paid according to the contract |
|
| The content related to this | ||||
| agreement shall not be disclosed | ||||
to any third party. |
||||
| Technolog y License |
Compan y D |
98.02.10 - Irregular | 1. Mobile phone wireless application technology authorization 2. The royalty amount is paid according to the contract |
|
| The content related to this | ||||
| agreement shall not be disclosed | ||||
to any third party. |
||||
| Lease deed | Global Life Insuranc e Co., Ltd |
2025.04.01- 2026.03.31 |
Lease the Zhonghe office |
1. Do not privately use all or part of the house rights to others 2. It shall not be used in homes, restaurants, kitchens, or industries that operate illegal andprohibited activities |
- 99 -
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| 3. Do not store any prohibited, explosive or dangerous items |
||||
|---|---|---|---|---|
| Lease deed | Meihua Industri al Co., Ltd |
2025.12.01- 2026.11.30 |
Lease the Neihu office and parking |
1.During the lease or renewal period, part or all of the leased subject matter may be used jointly with affiliates, but written notice is still required. |
| Lease deed | Yaen Biomedi cal Co., Ltd |
111.01.01-2026.12.31 |
Lease Yingge factory |
2.1. Without consent, all or part of the rental housing rights shall not be lent or subleased, transferred, or otherwise disguised by others for use by others, but the rental housing may be provided to affiliated companies for use. |
Note: According to the content of the contract, customer information cannot be disclosed, so it is listed by code.
- 100 -
==> picture [66 x 24] intentionally omitted <==
V . Review and analyze the financial situation and financial performance, and evaluate risk matters
1. Financial status
Unit: NT$thousand
| 1. Financial status | Unit: NT$thousand | Unit: NT$thousand | ||
|---|---|---|---|---|
yearItem |
113 years |
2025years |
Difference |
|
Money |
% | |||
Current assets |
207,200 | 172,035 |
(35,165) |
(17%) |
Real estate, plant andequipment |
53,646 |
47,066 |
(6,580) |
(12%) |
Intangible assets |
6,307 | 1,732 |
(4,575) |
(73%) |
Other assets |
371,987 | 348,019 |
(23,968) |
(6%) |
Total assets |
639,140 | 568,852 |
(70,288) |
(11%) |
Current liabilities |
248,027 | 220,072 |
(27,955) |
(11%) |
Non-currentliabilities |
281,178 | 62,112 |
(219,066) |
(78%) |
total liabilities |
529,205 | 282,184 |
(247,021) |
(47%) |
Rights and interestsattributable to ownersof theparent company |
89,402 |
257,220 |
167,818 |
188% |
Share capital |
266,662 | 494,662 |
228,000 |
86% |
Capital reserve |
61,084 | 129,944 |
68,860 |
113% |
Retain surplus |
(228,722) | (350,941) | (122,219) | 53% |
Other Interests |
(9,622) | (16,445) | (6,823) | 71% |
Non-controllinginterests |
20,533 | 29,448 |
8,915 |
43% |
Total equity |
109,935 | 286,668 |
176,733 |
161% |
Analysis of the change ratio of more than 20% and the change amount of NT$10 million or more:
-
Current assets: Mainly due to the continuous rectification of the company in 2025, the overall current assets decreased.
-
Share capital: Mainly due to capital increase
-
Total assets: Mainly due to the decrease in accounts receivable and net inventory in 2025
-
Retained earnings: Caused by capital reduction to make up for losses.
-
101 -
==> picture [66 x 24] intentionally omitted <==
-
Other equity: The exchange difference in the financial statements of the foreign operating entity is due to changes in the exchange rate
-
Non-controlling interests: mainly due to the new merger of Indonesian subsidiaries.
-
Total equity: mainly due to losses and capital increases.
-
102 -
==> picture [66 x 24] intentionally omitted <==
2. Financial performance
(1) Analysis of business results
Unit: NT$thousand
| year Item |
2024 years |
2025 years | increase or decrease the amount |
Percentage of change (%) |
|---|---|---|---|---|
| Operatingincome | 146,575 | 391,196 |
(21,367) |
167% |
| Operatingcosts | 104,159 | 317,660 |
(62,679) |
205% |
| Grossprofit from operations | 42,416 | 73,536 |
41,312 |
73% |
| Operatingexpenses | 202,607 | 165,662 |
14,877 |
(18%) |
| Operating profit(loss). | (160,191) | (92,126) |
26,435 |
(42%) |
| Non-operating income and expenses |
17,404 |
(1,364) |
34,313 |
(108%) |
| Netprofit(loss)before tax | (142,787) | (93,490) |
60,748 |
(35%) |
| Income tax expense | (8,858) | (7,095) |
(8,858) |
(20%) |
| net profit (loss) after tax of the continuing business department |
(151,645) |
(100,585) |
51,890 |
(34%) |
| Profit and loss after tax of the suspended unit |
- |
- |
- |
- |
| Netprofit(loss)for theperiod | (151,645) |
(100,585) |
51,890 |
(34%) |
| Other comprehensive income net after tax |
21,240 |
(8,074) |
26,475 |
(138%) |
| Total comprehensive profit or loss for theperiod |
(130,405) |
(108,659) |
78,365 |
(17%) |
Analysis of the change ratio of more than 20% and the amount of change of NT$10 million or more:
-
Operating income, costs,
gross profitandnet operating loss: The main reason for the difference between 2025 and 113 is that the statements of Indonesian subsidiaries began to be consolidated in December 113, so there were significant changes -
Non-operating income and expenses: The main reasons are the same as above
-
Net other comprehensive profit and loss: The main reason is the same as above -
(2) The expected impact on the company's future financial and business based on the annual sales volume and its basis, and the response plan:
- Estimated sales quantity and basis:
In 2026, due to the company's product transformation and adjustment and the global economy still not recovering, the market is relatively
- 103 -
==> picture [66 x 24] intentionally omitted <==
conservative, and we expect the number of shipments to decrease compared to the previous year.
- Possible impact on future financial and business operations and response plans:
In response to the impact of the Company's product transformation and changes, the Company has formulated a comprehensive financial strategy for capital increase to improve its financial structure and develop new product lines.
- 104 -
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3. Cash flow
- (1) Analysis of changes in cash flow in the most recent year
Unit: NT$thousand
| year Item |
2024 years | 2025 years | increase (decrease) ratio |
|---|---|---|---|
| Cash FlowRatio (%) | -45.98 | -31.16 | 14.82 |
| Cash flowfairnessratio (%) | 309.27 | 186.23 | (123.04) |
| Cash ReinvestmentRatio (%) | -29.16 | -19.66 | 9.50 |
| Explanation of changes in the ratio of increase and decrease: 1. The decrease in the cash flow action ratio is mainly due to the increase in net cash flow in 2025 and all of them are negative. 2. The cash flow fairness ratio and cash reinvestment ratio are both of no comparative significance due to the negative net cash flow from operating activities. |
(2) Analysis of cash liquidity in the coming year
Unit: NT$thousand
| Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|
| At the beginning of the period Cash balance (A) |
Net cash flow from operating activities is expected for the full year (B) |
Net cash flow (C) from investment and fundraising activities is expected for the fullyear |
Estimated cash remaining (insufficient) amount (A)+(B)+(C) |
Estimated cash shortfall remedial measures |
|
| investmen t plan |
Financial planning |
||||
| 55,865 | (1,076,406) | 1,234,000 | 157,594 | ─ | ─ |
- 105 -
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-
Analysis of changes in cash flow in the coming year:
-
(1) Operating activities: It is mainly expected that the operating conditions of the Republic of China in 2026 will be estimated with shipments, and taking into account factors such as the accounts receivable turnover ratio of previous years and the estimated inventory safety stock of the sales plan, the net cash inflow from operating activities is expected to be (1,076,406) thousand yuan
-
(2) Fundraising activities: Considering the control of capital interest costs and the more efficient use of funds such as fundraising repayment, the net inflow of borrowings and repayments from fundraising activities is expected to be NT$1,234,000 thousand
-
Remedial measures and liquidity analysis of the expected cash shortfall: N/A
-
106 -
==> picture [66 x 24] intentionally omitted <==
-
The impact of significant capital expenditures on financial operations in the most recent year
-
(1) Utilization of major capital expenditures and sources of funds: None
-
(2) Expected possible benefits: None
-
The reinvestment policy for the most recent year, the main reasons for its profit or loss, the improvement plan, and the investment plan for the coming year
-
(1) Reinvestment policy for the most recent year:
- In line with the company's business needs, it is mainly held for a long time.
-
(2) Explanation of profit or loss from reinvestment:
-
The Company's reinvestment loss in 2025 years was NT$34,612 thousand, respectively:
-
Arima Communication (Cayman) Corp., with an investment loss of NT$14,824 thousand (mainly due to losses from reinvestment in mainland subsidiaries) and Technovation (Cayman) Corp., with an investment loss of NT$5,300 thousand
-
Guanru Investment Co., Ltd. lost NT$1,742 thousand
-
The investment profit of Chuangsheng Investment Co., Ltd. is NT$88 thousand
-
CEFC Optoelectronics Technology Co., Ltd. lost NT$12,834 thousand on investment
-
-
(3) Improvement plan:
- The reinvestment loss in 2024 has decreased compared to 2023, mainly due to the large losses of major foundries, and the company will focus on reducing expenses to reduce losses.
-
(4) Investment plan for the next year: In order to enrich the Company's working capital and product mass production plan, it is planned to carry out a cash capital increase of private placement of common shares in accordance with the resolutions of the board of directors and shareholders' meeting
-
107 -
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6. Analysis and assessment of risk matters for the most recent year as of the date of publication of the annual report
-
(1) The impact of interest rates, exchange rate changes, and inflation on the company's profit and loss, and future response measures: interest rates and inflation have little significant impact on the
-
Company's profit and loss; However, since the Company's revenue is mainly exported, exchange rate changes have a considerable impact on the Company's profit and loss, and the future response to exchange rate changes will continue to be explained as follows:
-
Collect and grasp relevant information on changes in the international financial situation at any time, and adopt a conservative and prudent foreign exchange hedging strategy to reduce the impact of exchange rate changes and wait for opportunities to generate profits
-
Strictly control the company's US dollar asset position to reduce the negative impact of the appreciation of the New Taiwan dollar exchange rate on the company's foreign currency asset valuation
-
Timely sell-off of accounts receivable (Factoring) Adjust foreign exchange holdings to reduce the impact of exchange rate changes
-
Use hedging tools, such as buying and selling forward foreign exchange (Forward), to avoid the risk of exchange rate fluctuations
-
In accordance with the regulations of the Financial Supervisory Commission of the Executive Yuan, the Company has formulated the "Procedures for Engaging in Derivatives Transactions" to regulate the operating procedures for derivatives transactions and strengthen the Company's risk control management system
-
In terms of information security and privacy protection, the company's response measures:
-
a. External anti-hacking: Establish intrusion prevention, network segmentation, and firewalls.
-
b. Internally control RD data to prevent leakage.
-
108 -
-
(2) Policies for engaging in high-risk, high-leverage investments, lending funds to others, endorsements, guarantees, and derivatives transactions, the main reasons for profits or losses, and future countermeasures:
-
The Company does not engage in high-risk, high-leverage investments
-
The company's funds must be carefully evaluated before lending funds to others and endorsing and guaranteeing others, and in accordance with the company's "Fund Loan Operating Procedures" and "Endorsement and Guarantee Operating Procedures", as of March 31, 2026, the company's funds lent to others and endorsed and guaranteed, please refer to the following:
Loans to others:
Unit: NT$1,000
| numbe r (Note 1) |
The company that lends the funds |
loans Object |
exchanges Subjects (Note 2) |
Whet her it is a relate d party |
The highest amount in the current period (Note 3) |
End of the term balance (Note 8) |
actual amount of expendit ure |
Intere st rate Inter val |
The nature of the loan (Note 4) |
Business transacti on amount (Note 5) |
There are reasons for the need for short- term financing (Note 6) |
Set aside the amount of allowanc e for bad debts |
Collateral |
Collateral |
to individual objects Loans of funds Limit (Note 7) |
The total limit of capital loans (Note 7) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nam e |
Value | |||||||||||||||
| 1 | Arima Communic ation (Cayman) Corp. |
Huaguan Communi cations Co., Ltd |
Other receivable s - related parties |
is |
12,798 | $12,798 | $2,240 | 1.5% | 2 | 0 | Operationa l turnover |
0 | None | 0 | $113,7354 |
$227,470 |
| Note | Note 1: The description of the numbering column is as follows:(1) Fill in 0 for the issuer(2) The investee companies are numbered by company in order starting from the Arabic numeral 1.Note 2: Funds receivable from affiliates, related parties, shareholder transactions, advance payments, temporary payments, andother accounts of a similar nature must be filled in this field if they are of the nature of capital loans.Note 3: The maximum balance of funds lent to others in the current year.Note 4: The nature of the loan should be listed as a business transaction or a short-term financing fund.(1) It is a business dealing.(2) It is necessary for short-term financing.Note 5: If the nature of the loan is a business transaction, the amount of business transactions shall be stated, and the amount |
-
Note 2: Funds receivable from affiliates, related parties, shareholder transactions, advance payments, temporary payments, and other accounts of a similar nature must be filled in this field if they are of the nature of capital loans. -
Note 3: The maximum balance of funds lent to others in the current year. Note 4: The nature of the loan should be listed as a business transaction or a short-term financing fund. (1) It is a business dealing. -
Note 5: If the nature of the loan is a business transaction, the amount of business transactions shall be stated, and the amount
==> picture [24 x 66] intentionally omitted <==
of business transactions shall refer to the amount of business transactions between the company lending funds and the lending
partner in the most recent year.
-
Note 6: If the nature of the loan is necessary for long-term financing, the reason for the necessary loan and the purpose of the funds used by the loanee should be specified, such as repayment of the loan, purchase of equipment, operating turnover, etc. -
Note 7: According to the operating procedures of Arima Communication (Cayman) Corp. for lending funds to others, the limit for each borrower is set as follows: -
A. If there is a loan of funds due to business dealings with another company or firm, the total amount of capital loans shall be limited to 10% of the net worth of the Company's most recent financial statements audited and certified by a CPA or reviewed, and the amount of individual loans shall not exceed the amount of business transactions between the two parties. The amount of business transactions referred to as the higher of the amount of purchases or sales between the two parties. -
B. If there is a need for short-term financing to engage in capital lending, the total amount of capital loans shall be limited to 100% of the net worth of the Company's most recent CPA-audited or reviewed financial statements, and the amount of individual fund loans shall be limited to 50% of the Company's most recent net worth audited and certified by a CPA or reviewed financial statements. -
C. The Company shall not be subject to the restrictions set forth in the preceding paragraph for lending funds to foreign companies that directly or indirectly hold 100% of the voting shares, and the limit on the amount of financing shall be limited to 200% of the net worth of the loaned enterprise. -
Note 8: If a public company submits a loan of funds to the board of directors for resolution in accordance with Article 14, Paragraph 1 of the Regulations Governing the Handling of Capital Loans and Endorsements and Guarantees of Public Companies, the amount of the board of directors' resolution should still be included in the announced balance to disclose its risk. However, if the funds are repaid later, the balance after repayment shall be disclosed to reflect the adjustment of risks. If a public company is authorized by the board of directors to allocate or recycle loans in installments within a certain amount and a one-year period in accordance with Article 14, Paragraph 2 of the Regulations, the amount of loans approved by the board of directors shall still be used as the balance for public announcement.
Endorsement Guarantee :
Unit: NT$1,000
endorsingguarantorcompanyName |
endorsed andguaranteed objects |
endorsed andguaranteed objects |
Endorsementandguaranteelimit for asingleenterprise( Note2). |
The highestendorsementguaranteebalance inthe currentperiod |
endorsementguaranteebalance atthe end ofthe period |
actualamount ofexpenditure |
The amountofendorsementguaranteesecured byproperty |
The ratioof thecumulativeendorsementguaranteeamount tothe net |
Endorsementguaranteemaximumlimit( Note2). |
It is anendorsementandguaranteeby theparentcompany to |
Thesubsidiaryendorsesandguaranteesthe parentcompany |
It is anendorsementguaranteefor themainlandarea |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Companyname |
relationship |
|||||||||||
worth ofthestation'smost recentfinancialstatement |
thesubsidiary |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
HuaguanCommunicationsCo ., Ltd |
GuangliEnergyCo .,Ltd |
Note1 |
51,444 | 10,000 | 10,000 | 2,807 | - | 4.00% | 102,888 | Y | N | N |
Note 1: The description of the numbering column is as follows:
- (1) Fill in 0 for the issuer.
- (2) The investee companies are numbered by company starting with the Arabic numeral 1.
-
Note 2: There are the following seven types of relationships between the endorsing guarantor and the endorsed guarantor and the endorsed guarantor of the endorsed guarantor by indicating the type:
- (1) A company with which it has business dealings.
-
(2) A company in which the company directly or indirectly holds more than 50% of the voting shares.
-
(3) Companies that directly or indirectly hold more than 50% of the voting rights in the company.
-
(4) Between companies in which the company directly or indirectly holds more than 90% of the voting shares.
-
(5) A company that mutually guarantees each other in accordance with the contractual provisions between peers or co-builders based on the needs of the contracted project.
-
(6) A company whose shareholding ratio is endorsed and guaranteed by all contributing shareholders due to a joint investment relationship.
-
(7) Joint and several guarantees for the performance guarantee of pre-sale housing sales contracts between peers in accordance with the Consumer Protection Act.
-
Note 3: The total amount of the Company's external endorsements and guarantees shall not exceed 40% of the net worth of the Company's most recent financial statements, and the amount of endorsements and guarantees for a single enterprise shall not exceed 20% of the net worth of the Company's most recent financial statements. The amount of endorsements and guarantees provided by the Company to a single enterprise due to business dealings shall not exceed 20% of the net worth of the Company's most recent financial statements.
-
Note 4: The maximum balance of endorsements and guarantees for others in the current year.
-
Note 5: The amount approved by the board of directors shall be stated. However, if the board of directors authorizes the chairman to make a decision in accordance with Article 12, Subparagraph 8 of the Regulations Governing Loans and Endorsements and Guarantees of Public Companies, it refers to the amount decided by the chairman.
-
Note 6: Y must be filled in only if it is an endorsement and guarantee by the parent company of the listed company, an endorsement and guarantee by a subsidiary to the parent company of the listed company, and an endorsement and guarantee by the mainland area.
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-
The operation of derivatives trading is foreign exchange options and forward foreign exchange transactions, the purpose of which is mainly to avoid the risks arising from foreign currency claims and debts due to exchange rate changes, and the company's hedging strategy is to avoid the exchange rate risk of most market prices, and no longer operates foreign exchange options, in addition, the company has established the "Procedures for Engaging in Derivatives Transactions", regulates the risk management system of derivatives transactions, and strictly implements them to reduce the occurrence of losses, as of March 31, 2026, the company has not engaged in derivatives trading.
-
(3) Future R&D plans and expected R&D expenses
Since its establishment, the company has adhered to the belief of R&D independence, in order to strengthen R&D competitiveness and improve the technical level, but also stepped into the research and development of 4G/5G and next-generation communication protocols, and actively invested in various resources and recruited outstanding talents
R&D expenses and their proportion to turnover:
- The costs and expenses related to R&D investment in the most recent year and as of the date of publication of the annual report are as follows:
Unit: NT$thousand
| Annual Project |
2025 Allyear |
2024 Allyear |
|---|---|---|
| R&D expenses | 40,224 | 69,666 |
| Net revenue | 391,196 | 146,575 |
| R&D expenses as a percentage of net revenue |
10.28% | 47.53% |
2. Successfully developed technologies or products
| time | R&D results |
|---|---|
1999~2000 |
3-band GSM mobilephone |
2000~2001 |
Dual-band GSM/STK (value-added service with telecom company on SIM card)mobilephone |
2000~2001 |
Dual-band GSM/STK, 5-color backlit LED mobile phone, sold 160 units |
2001~2002 |
GSM, EMS, 4 grayscale screen, chord ringtone, built-in antenna mobilephone |
2001~2002 |
GSM,foldable,chord ringtones,dual screens,low-powerphones |
- 112 -
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| time | R&D results |
|---|---|
| 2002 | GSM, WAP (Wireless Application [Program] Protocol), EMS (Value- added Services such as sending simple pictures or sounds), built-in antenna, quad grayscale screen, dual-band GSM/GPRS, I-mode, 256 color color screen, multi-chord ringtone, color screen (65K TFT), digital camera,multimedia ringtone mobilephone |
| 2003 | Dual-band GSM, WAP (wireless application [program] protocol), folding, color screen (65K colors), 40 chord ringtones, EMS (value- added services such as sending simple pictures or sounds), dual- screen mobile phones, built-in antenna mobile phones, ringtone image download, MMS (multimedia value-added service SMS), JAVA,TFT LCD dual screen,ringtone image download |
| 2004 | Tri-band GPRS, 30 cameras, vertical double-sided design, MMS (Multimedia Value-added Service SMS), WAP (Wireless Application Protocol), ringtone image download, color screen (65K colors), 40 chord ringtones, vertical type (Nordic snowflake-like design on the back), folding type, 65K colors dual-screen color screen, EMS (value-added services such as sending simple pictures or sounds), JAVA, MP3 player, 12MB large memory, computer synchronization, 3D JAVA games, photographic fill lights, infrared and Bluetooth wireless transmission,64 chord ringtones |
| 2005 | GPRS MP3 mobile phone, dual-band GSM, WAP (Wireless Application Protocol), clamshell design, color screen (65K colors), 40-chord ringtones, MP3, EMS (value-added services such as sending simple pictures or sounds), MMS (Multimedia Value-Added Service SMS), JAVA, TFT LCD dual screen, ringtone and picture download, video, 3G WCDMA mobile video calling, 2G/2.5G Symbian 7.0/UIQ 2.1 Smart Phone, 1.3-megapixel camera with flash, 2.66”/65K colors TFT color screen with touch screen, FM radio, web browser,mini-SD,USB. |
| 2006 | Vertical dual-mode tri-band (GSM: 900, 1800, 1900 / WiFi) mobile phone, built-in antenna, 30/1.30/2 megapixel digital camera, VGA (176*220) 262,000-color TFT screen, supports 802.11 b/g, supports VoIP, 64-chord ringtones, supports Micro SD memory card, can store 500 phonebook entries, supports SMS, EMS, MMS, supports WAP 2.0; GPRS Class 10, supports 1.3-megapixel camera, supports JAVA, supports Bluetooth, USB 1.1, supports MPEG4. Vertical 3G dual-mode (WCDMA / GSM / GPRS) mobile phone, supports Quad-Band GSM/EDGE Tr-band, UMTS/HSDPA, 262,000-color TFT color touch screen, SMS/MMS/EMS/WAP. Version 2.0 supports MMS multimedia messaging,video calling/video |
- 113 -
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| time | R&D results |
|---|---|
| messaging/music download, 2-megapixel and 300,000-pixel digital cameras,Wi-Fi 802.11 b/g/e/I,Bluetooth 2.0 EDR,and TV OUT. |
|
| 2007 | Vertical tri-band (GSM900/1800/1900 or 850/1800/1900) mobile phone, WiFi, built-in antenna, 30/1.30/200/3.2 megapixel (autofocus) digital camera, FM/AM radio, QCIF (176*220) 262,000-color TFT screen, supports 802.11 b/g, supports VoIP, 64-chord ringtones, supports Micro SD memory card, can store 1000 phonebook entries, supports SMS, EMS, MMS1.2, supports WAP 2.0, GPRS Class 10, supports JAVA (JSR185), supports Bluetooth, USB 1.1, supports MP3/MP4, TV out interface, supports email. Vertical 3G dual-mode (WCDMA/GSM/GPRS/EDGE) phone, supports Quad-Band GSM, Tri-band, UMTS/HSDPA, QVGA 262,000-color TFT touchscreen, SMS/MMS/EMS/WAP 2.0, Video Calling/Video Messaging/Music Download/Video Streaming, 2MP and 300,000MP digital cameras, FM radio, Wi-Fi 802.11 b/g/e/I, Bluetooth 2.0 EDR, USB 2.0, TV OUT, G-Sensor / L-Sensor, GPS SiRF StarIII, OMA DRM 2.0, IrDA, supports Windows Mobile 6 Professional,TV out interface. |
| 2008 | Vertical 3G dual-mode (WCDMA/GSM/GPRS/EDGE) mobile phone, 3.5G modem supporting Quad-Band GSM, Tri-band, MTS/HSDPA/HSUPA, QVGA 262,000-color TFT color touch screen, supports Windows Mobile 6.1 Professional, 3-megapixel/5- megapixel (autofocus) digital camera, 2-megapixel (fixed focus) digital camera, GPS SiRF StarIII, G-Sensor, Touch Panel, Scroll wheel, Video recorder, stereo audio transmission protocol BT A2DP, Java midlet TrackID,M2 memorycard. |
| 2009 | Smartphone camera/music/GPS/multimedia/3D touch menu/video phone, 30/130/200/300 megapixel (fixed focus) mobile phone camera, digital TV DTV (ISDB-T), Capacitive touch panel Capacitive type touch panel, DTV TV mobile phone, dual SIM mobile phone, FM antenna mobile phone, touch mobile phone, mobile phone with adjustable frequency, hidden FM antenna used in mobilephones,and miniaturized 3G mobilephone antenna |
| 2010 | Developed mobile phones with social network functions (Social Network service) and strengthened WiFi Internet access capabilities, LCD created market share with large touch screens and small touch screens, and added Qwerty buttons to make data input more convenient in addition to traditional candy bar machines, sliders, and foldingmachines,and Android Gingerbread /Tablet and Smartphone. |
| 2011 | 1. Development of Android smartphones and tablets |
- 114 -
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| time | R&D results |
|---|---|
| 2. Development of dual-core smartphones 3. Development of HSPA+ smartphones 4. Development of an 8mm thin smartphone 5. The introduction of international waterproof and dustproof standards IP54 and IP57 6. Multi-finger introduction of capacitive touch panels 7. Import of 8 megapixel autofocus camera lens 8. Wifi 11 b/g/n introduction 9. HDMI Introduction |
|
| 2012 | 1. Android quad-core LTE smartphone 2. LTE IP 57 dustproof and waterproof smartphone. 3. Dual SIM smartphone |
| 2013 | Wearable Devices,such as wristbands. |
| 2015 | Mobile phone automation production and test system research and development |
| 2016 | 1. LTE module . M.2 interface for IOT Internet applications. 2. Automotive electronics Android audio-visual system. |
| 2017 | 1. Dual camera smartphone. 2. Artificial intelligence(AI)voice assistant(Smart Assistant). |
| 2018 | 1. Industrial control smartphone (with 2D barcode scanner). 2. AI conference terminal. 3. AI hotel management system. |
| 2019 | 1.acker (Cat M/NB_IOT)。2.art Wearable Device 。3.dular Design Smartphone 。 |
| 2020 | 1.IOT & Cat M1 Product Development。2.-depth research and development of smart 5G mobile phone products andplatformproducts. |
| 2021 | Huaguan Communications and Qualcomm have jointly developed and launched a cutting-edge enterprise solution using Qualcomm's latest QCM6125 AI processors to meet and solve the urgent needs of contactless commercial devices triggered by the epidemic, and integrate contactless 3D TOF (Time of Fly) stereo recognition cameras, NFC (Near Field Communication) and 4G LTE/Wi-Fi wireless connectivity |
| 2022 | 1. The Walkie-Talkie Smart Phone integrates 4G LTE, WiFi, Bluetooth digital communication and traditional analog walkie- talkies in one smartphone, and its unique LTE private band design provides a solution for remote areas that are not covered by public LTE 2. Angel Care uses 60GHz millimeter-wave radar technologyto |
- 115 -
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| time | R&D results |
|---|---|
| provide care functions such as fall detection, heartbeat breathing,electronic fencing,and two-wayvoice calls. |
|
| 2023 | Satellite mobile phone development, development of dual-mode (2/3/4/5G and satellite communication)smartphone development |
| 2024 | Development of Rear Collision Avoidance Radar for Bicycles (60/70 GHz) |
| 2025 | High-power solid-state amplifier (SSPA), active electronically scanned array (AESA) radar transceiver module (TRM), unmanned aerial vehicle and its subsystems. |
future R&D plans and expected R&D expenses
Since its establishment, the company has adhered to the belief of R&D independence, in order to strengthen R&D competitiveness and improve the technical level, but also stepped into the research and development of 4G/5G and next-generation communication protocols, and actively invested in various resources and recruited outstanding talents
The main research and development priorities of the Company as of the date of publication of the annual report are as follows:
| Project Name | Plan description |
|---|---|
| Array radar receives and transmits modules |
Develop signal reception and transmission modules for high- frequencyspecific frequencybands for arrayradar |
| Power amplifier module development |
Developed a power amplifier module with a high-frequency outputpower of 200W. |
| Bicycle rear collision avoidance radar |
Applying 60/70 GHz radar to develop rear collision avoidance radar for bicycles, motorcycles and other vehicles |
| Smart parking column photography and communication module |
Continue to improve the smart parking column camera and communication module and add payment functions. |
| Drone flight control system |
Applied to unmanned vehicles |
- (4) The impact of important domestic and foreign policy and legal changes on the company's finances and business and countermeasures:
The Company pays attention to important domestic and international policy and legal changes at any time, and assesses the impact on the Company and
- 116 -
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formulates countermeasures, which have not been significantly affected so far.
- (5) The impact of technological changes (including cyber security risks) and industry changes on the company's finances and business and countermeasures:
Arima Communications was originally a design and manufacturer of ODM/OEM mobile communication and Internet of Things equipment, and since 2025, it has transformed into a company that researches, develops and manufactures unmanned vehicles and their subsystems, initially focusing on the research and development and sales of drones. In response to the significant increase in global drone applications and domestic government defense demand, the company not only uses the wireless communication and optical imaging technology accumulated over the past 20 years, but also cooperates with strategic partners in the aerospace industry to provide drone products and subsystems with both cost and quality, and at the same time achieve rapid product launch to cope with rapid product changes and market competition.
In modern warfare, unmanned vehicles are becoming more and more widely used, and the gap in related military products is widening, and countries are increasing their defense budgets and armaments. In the international situation, the economic, political, and military confrontations between the United States and China are becoming increasingly tense, so supply chain decentralization and product information security have become very important issues, which is an opportunity for Taiwan's industry. Our company must use a 100% non-red supply chain for military drones and military products, and we are also very active in establishing relevant competitive suppliers. In addition, our company also obtained the ISO27001 information security certification in 2025.
The increasing annual growth rate of the aging population in advanced countries in Europe, the United States, and Japan and the evolution of information and communication technology have promoted the vigorous development of the global healthcare industry Fall, plus two-way voice communication and cloud computing functions to provide a complete home care solution.
The Company also has a dedicated information department to deal with cyber security risks.
- 117 -
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-
(6) The impact of corporate image changes on enterprise crisis management and response measures:
-
The company's corporate image is good, and there have been no major
-
changes in its image in recent years that have caused corporate crisis management.
-
(7) Expected benefits, possible risks, and countermeasures of the merger and acquisition: None.
-
(8) Expected benefits, possible risks, and countermeasures for plant expansion: None
-
(9) Risks faced by purchasing or sales concentration and countermeasures: Risks faced by purchasing and sales concentration: None.
-
(10) Risks and countermeasures regarding the impact of large-scale transfer or replacement of shares by directors, supervisors, or major shareholders holding more than 10% of the shares on the company: None.
-
(11) Impact, risks and countermeasures of the change in management rights on the company: None.
-
(12) For litigation or non-litigation cases, the company and its directors, supervisors, general managers, de facto responsible persons, major shareholders holding more than 10% of the shares, and subsidiaries of major litigation, non-litigation, or administrative disputes that have been finalized or are still pending, and the outcome may have a material impact on shareholders' equity or securities prices, the facts at issue, the amount of the subject matter, the date of commencement of the litigation, the main parties involved in the litigation, and the status of the handling as of the date of publication of the annual report: None.
-
(13) Other important risks and countermeasures: None.
7. Other important matters: None.
- 118 -
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VI. Special items
1. Information related to affiliates
The relevant information of the consolidated business report of
affiliates is indexed below
Public Information Observatory> a single company> electronic document
download> three books and tables of affiliated enterprises
網址 :https://mopsov.twse.com.tw/mops/web/t57sb01_q10
2. The status of private placement of securities in the most recent year and as of the date of publication of the annual report:
2025 Issuance of Private Placement Securities
1. Type of private placement securities: common shares
2. Date and amount of approval at the shareholders' meeting: 2025/6/3 approved the issuance amount of no more than 19,500,000 shares, with a par value of 10 yuan per share, in installments within one year from the date of resolution of the shareholders' meeting (no more than six times).
3. Basis and reasonableness of price determination: (1) The price of common shares in this private placement shall be calculated based on the simple arithmetic average of the closing price of common shares 1, 3, or 5 business days before the pricing date, minus the free allotment rights and dividends, and add back the stock price after the capital reduction and reversal rights, or the simple arithmetic average of the closing price of common shares on the 30 business days before the pricing date, after deducting the free allotment rights and dividends, and adding back the stock price after the capital reduction and reversal rights.
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(2) The actual issue price of the common shares in this private placement will be determined with reference to the Company's operating conditions, future prospects, restrictions on free transfer for three years, and the latest stock price, and will be priced in accordance with the "Precautions for Public Companies Conducting Private Placements of Securities" and the provisions of current laws and regulations. -
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According to the above pricing principles, if the price of private
placement common shares is lower than the par value of the shares and
the accumulated losses increase and the impact on shareholders' equity,
it will be treated as a way to make up for losses with earnings
generated in future years or through capital reduction to make up for
losses, depending on the company's future operations and market
conditions
4. Selection method for specific persons: The target of this private placement applicant is limited to specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act and the Financial Supervisory Commission's Order No. 1120383220 dated September 12, 9, or strategic investors who meet the provisions of the "Precautions for Public Companies Conducting Private Placements of Securities".
5. Necessary reasons for conducting a private placement: Considering the timeliness, feasibility and issuance cost of the raised capital, as well as the requirement that private placement securities are subject to the restriction of free transfer within three years, it is necessary to ensure the long-term equity relationship between the company and the applicant, so it is planned to issue by private placement instead of a public offering.
6. Actual Release
6. Actual Release |
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|---|---|---|
project |
The first privateplacement in 2025 |
The second privateplacement in 2025 |
Release date |
September 10, 2025 |
September 10, 2025 |
paymentcompletion date |
September 10, 2025 |
September 11, 2025 |
Volunteers |
Li Sentian |
WatsonBiochemicalTechnology Co., Ltd |
Eligibility |
Comply with Article 43-6,paragraph 1, subparagraph 3oftheSecuritiesandExchange Act |
Comply with Article 43-6,paragraph 1, subparagraph 2oftheSecuritiesandExchange Act |
Relationshipwith the companytoparticipatein the company'soperations |
Chairman of the Company |
10% major shareholder ofthe Company |
Number of sharessubscribed |
5,800,000 |
6,000,000 |
Actualsubscription |
11.40 |
11.40 |
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price |
||
|---|---|---|
Theactualsubscriptionpriceisdifferentfromthereferenceprice |
80.0% of the referenceprice, which is not lessthan 80% of the referencepriceresolvedbytheshareholders' meeting. |
80.0% of the referenceprice, which is not lessthan 80% of the referencepriceresolvedbytheshareholders' meeting. |
The impact ofprivateplacementonshareholders'equity |
The addition of applicantswill help the company growsteadilyandpositivelybenefitshareholders'equity. |
The addition of applicantswill help the company growsteadilyandpositivelybenefitshareholders'equity. |
The use ofprivate equityfunds and theprogress ofprojectimplementation |
(1) Enrichment of workingcapital and repayment ofloans: NT$66,120 thousand(2) Unspent balance: Thefunds have been spent inthe third quarter of 2025. |
(1) Enrichment of workingcapital and repaymentofloans:NT$66,120thousand(2) Unspent balance: Thefunds have been spent inthe third quarter of 2025. |
The benefits ofprivateplacement areemerging |
Enrichworkingcapital,repayloans,improvefinancial structure, andimproveoperationalefficiency |
Enrichworkingcapital,repayloans,improvefinancial structure, andimproveoperationalefficiency |
project |
The third privateplacement in 2025 |
The 4th private placementin 2025 |
Release date |
September 18, 2025 |
December 29, 2025 |
paymentcompletion date |
September 18, 2025 |
December 29, 2025 |
Volunteers |
WatsonBiochemicalTechnology Co., Ltd |
WatsonBiochemicalTechnology Co., Ltd |
Eligibility |
Comply with Article 43-6,paragraph 1, subparagraph 2oftheSecuritiesandExchange Act |
Comply with Article 43-6,paragraph 1, subparagraph 2oftheSecuritiesandExchange Act |
Relationshipwith the companytoparticipatein the company'soperations |
10% major shareholder ofthe Company |
10% major shareholder ofthe Company |
Number of sharessubscribed |
2,000,000 |
1,500,000 |
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Actualsubscriptionprice |
14.78 |
13.20 |
|---|---|---|
Theactualsubscriptionpriceisdifferentfromthereferenceprice |
81.70% of the referenceprice, which is not lessthan 80% of the referencepriceresolvedbytheshareholders' meeting. |
80.01% of the referenceprice, which is not lessthan 80% of the referencepriceresolvedbytheshareholders' meeting. |
The impact ofprivateplacementonshareholders'equity |
The addition of applicantswill help the company growsteadilyandpositivelybenefitshareholders'equity. |
The addition of applicantswill help the company growsteadilyandpositivelybenefitshareholders'equity. |
Theuseofprivateequityfunds and theprogressofprojectimplementation |
(1) Enrichment of workingcapital and repaymentofloans:NT$29,560thousand(2) Unspent balance: Thefunds have been spent inthe third quarter of 2025. |
(1) Enrichment of workingcapital and repaymentofloans:NT$19,800thousand(2) Unspent balance: Thefunds have been spentin the first quarter of2026. |
The benefits ofprivateplacement areemerging |
Enrichworkingcapital,repayloans,improvefinancial structure, andimproveoperationalefficiency |
Enrichworkingcapital,repayloans,improvefinancial structure, andimproveoperationalefficiency |
project |
The 5th private placementin 2025 |
The 6th private placementin 2025 |
|---|---|---|
Release date |
December 29, 2025 |
March 30, 2026 |
paymentcompletion date |
December 31, 2025 |
March 31, 2026 |
Volunteers |
Li Sentian |
WatsonBiochemicalTechnology Co., Ltd |
Eligibility |
Comply with Article 43-6,paragraph 1, subparagraph 3oftheSecuritiesandExchange Act |
Comply with Article 43-6,paragraph 1, subparagraph 2oftheSecuritiesandExchange Act |
Relationshipwith the companytoparticipatein the company'soperations |
Chairman of the Company |
10% major shareholder ofthe Company |
Number of shares |
1,500,000 |
2,700,000 |
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subscribed |
||
|---|---|---|
Actualsubscriptionprice |
13.20 |
12.60 |
Theactualsubscriptionpriceisdifferentfromthereferenceprice |
80.01% of the referenceprice, which is not lessthan 80% of the referencepriceresolvedbytheshareholders' meeting. |
84.28% of the referenceprice, not less than 80% ofthereferencepriceresolvedbytheshareholders' meeting |
The impact ofprivateplacementonshareholders'equity |
The addition of applicantswill help the company growsteadilyandpositivelybenefitshareholders'equity. |
The addition of applicantswill help the company growsteadilyandpositivelybenefitshareholders'equity. |
The use ofprivate equityfunds and theprogress ofprojectimplementation |
1) Enrichment of workingapital: NT$19,800 thousand(2) Unspent balance: Thefunds have been spent inthe first quarter of 2026. |
(1) Enrichment of workingcapital and repaymentofloans:NT$34,020thousand(2)Unspentbalance:NT$34,020 thousand. |
The benefits ofprivateplacement areemerging |
Enrichworkingcapital,repayloans,improvefinancial structure, andimproveoperationalefficiency |
Enrich working capital. |
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Status of holdings or disposals of the Company's shares by subsidiaries in the most recent year and as of the date of publication of the annual report: None.
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Any other necessary supplementary explanations: None.
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In the most recent year and as of the date of publication of the annual report, there has been an event that has a material impact on shareholders' equity or the price of securities as defined in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act: None.
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ARIMA COMMUNICATIONS CORP Co., Ltd
Chairman: Li Sentian
(Limited to the annual report of the 2026 annual meeting of shareholders of Huaguan Communications Co., Ltd.).