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AVer — Annual Report 2025
May 20, 2026
52362_rns_2026-05-20_6045bff3-c647-4deb-8831-b1fbe5b5d47d.pdf
Annual Report
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AVer
TWSE 3669
AVer annual report is available at https://www.aver.com
Taiwan Stock Exchange Market Observation Post System : https://emops.twse.com.tw
AVer Information Inc.
2025 Annual Report
Printed on April 30, 2026
(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistencies between the Chinese version and this translation, the Chinese version shall prevail.)
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AVer Spokesman :
Name : Dave Chiu
Title : Vice President of Finance Division
Tel : 886-2-2269-8535
E-mail : [email protected] -
AVer acting spokesman :
Name : Allen Chang
Title : Manager of Accounting Department
Tel : 886-2-2269-8535
E-mail : [email protected] -
Company’s Registered Office and Headquarters :
Name : AVer Information Inc.
Headquarters / Factories Address :
No.157, Da-An Rd., Tucheng Dist., New Taipei City, Taiwan, R.O.C.
Branch office Address : N/A
Headquarters / Factories Telephone Number : 886-2-2269-8535 -
Common Share Transfer Agent :
Name : Register & Transfer Agency Dept of SinoPac Securities Corporation
Address : 3F., No.17, Bo’ai Rd., Zhongzheng Dist., Taipei City 100, Taiwan R.O.C.
Tel : 886-2-2381-6288
Website : https://agencyaffairs.sinotrade.com.tw/page/service -
Auditors :
Auditors : Peidep and Sabrina Liu
Company : Deloitte & Touche
Address : 20F, No. 100, Songren Rd., Xinyi Dist., Taipei 110-016, Taiwan, R.O.C.
Tel : 886-2-2725-9988
Website : http://www.deloitte.com.tw -
GDR and Related Information : N/A
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AVer Information Inc. website : http://www.aver.com
Table of Contents
- Letter to Shareholders... 1
- Corporate Governance Report... 6
2.1 Directors, Supervisors and Management Team... 6
2.2 Remuneration of Directors, Supervisors, President and Vice Presidents... 21
2.3 Status of Corporate Governance... 28
2.4 Information Regarding the Company’s Audit Fee and Independence... 83
2.5 Replacement of CPA... 83
2.6 Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters have in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed... 83
2.7 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders... 83
2.8 Relationship among the Top Ten Shareholders... 85
2.9 Ownership of Shares in Affiliated Enterprises... 86 - Company Shares and Fund Raising... 87
3.1 Capital and Shares... 87
3.2 Issuance of Corporate Bonds... 90
3.3 Issuance of Preferred stock... 90
3.4 GDR Issuance: Issuance of Global Depositary Shares... 90
3.5 Employee Stock Options... 90
3.6 Restricted Stock Awards to key employees... 90
3.7 Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies shall specify the following matters... 90
3.8 Implementation of the Company’s Fund Raising and Utilization... 90 - Operational Overview... 91
4.1 Business Activities... 91
4.2 Market, Production and Sales... 110
4.3 Taiwan Employee Data during the Past Two Years... 117
4.4 Environmental Protection Expenditure... 118
4.5 Labor Relations... 118
4.6 Information Security Management... 126
4.7 Important contracts... 133 - Review of Financial Position, Financial Performance, and Listing of Risks... 134
5.1 Analysis of Financial Status... 134
5.2 Analysis of Financial Performance... 134
5.3 Analysis of Cash flow... 134
5.4 Major Capital Expenditures and Impact on Financial and Business... 135
5.5 Investment policy in the most recent fiscal year, profit/loss analysis, improvement plan, and investment plan for the coming year... 135
5.6 Risk Management... 135
5.7 Other important matters... 139 - Other Items Deserving Special Mention... 141
6.1 Summary of Affiliated Companies... 141
6.2 Private Placement Securities in the Most Recent Years... 141
6.3 Other matters that require additional description... 141 - Corporate events with material impact on shareholders' equity or stock prices set forth in Subparagraph 3, Paragraph 2, Article 36 of the Securities and Exchange Act in the past year and up to the date of report... 141
1. Letter to Shareholders
In 2025, the global macroeconomic environment was fraught with volatility and challenges. Impacted by the U.S. government shutdown, fluctuating tariff policies, and heightened geopolitical tensions, global enterprises adopted a conservative approach toward capital expenditure and procurement decisions. Despite these severe external headwinds, AVer steadfastly adhered to our core business philosophy of "staying grounded and creating value." We continued to deepen our development in core technologies, including video, audio, and AI. Our dual developmental strategies—"Leveraging AI to drive telemedicine transformation" and "Deepening audio and video collaboration"—have progressively demonstrated our operational resilience.
Connected Health business achieved a milestone of doubling its performance. Anchored by AI, our robust R&D capabilities consecutively earned us the 2025 "Global Company of the Year Award" in the medical-grade PTZ camera sector by Frost & Sullivan, as well as the Best Telehealth & Telesitting Solutions Provider at the prestigious Healthcare & Pharmaceutical Awards 2025 from Global Health & Pharma in the UK. Looking ahead, we will increase our R&D investments in the Connected Health business and collaborate with global telemedicine ecosystem partners to provide customized medical electronic manufacturing services. This will expand our footprint in the European and American markets and drive our growth momentum.
Next, ODM business, AVer's strong R&D and manufacturing capabilities earned the trust of leading client partners in Europe, the Americas, and Japan. We successfully secured orders from key indicator clients, optimizing our Net Revenue structure to mitigate the volatility risks associated with the own-brand market. Moving forward, we will continually enhance our technical service capabilities, deliver high-value-added products and services, and deepen our strategic partnerships with key clients.
Regarding Video Conferencing business and Pro AV business, short-term performance fell short of expectations due to the conservative market sentiment; however, the long-term growth trajectory remains solid. Relying on outstanding product innovation and services, AVer not only secured deep trust from end-users but also received the Silver at Taiwan Excellence Awards 2026, fully demonstrating our leadership position in the AI intelligent and hybrid collaboration sectors. We will carefully navigate market changes, continue to cultivate medium to large conference rooms and hybrid collaborative spaces, and provide cross-platform and cross-device integrated solutions. We strive to become an indispensable strategic partner for our clients and further expand our market share.
For the Integrated Presentation and Education business, short-term operations faced disruptions from the crowding-out effect of the U.S. government budget. Nevertheless, the U.S. market remains highly indicative and serves as a benchmark for the Integrated Presentation and Education applications. Leveraging the practical experience and leading position accumulated in the U.S., we will proactively extend this successful model to other key regional markets to capture more project opportunities.
We hereby present the report on our 2025 operational results, the 2026 business plan, and the impacts of the macroeconomic environment as follows:
I. 2025 Operational Results
(I). Operation results and financial performance in 2025
Consolidated revenue is TWD$ 2,530,372 thousand, representing a growth of -3.05% compared to 2024. Net profit before tax is TWD $ 128,425 thousand. Consolidated net profit after income tax is TWD $ 105,241 thousand, which is -44.46% growth compared to 2024. The EPS is TWD $ 1.13, and the Gross Margin ratio is 58.4%.
(II). Financial Analysis
| Item | 2025 | 2024 | |
|---|---|---|---|
| Capital Structure | Debt to Asset Ratio | 26.3% | 24.0% |
| Long-term Fund to Property, Plant and Equipment | 311.9% | 329.1% | |
| Solvency | Current Ratio | 203.1% | 228.6% |
| Quick Ratio | 163.6% | 191.2% | |
| Profitability | Return to Total Assets | 2.6% | 4.5% |
| Return on Equity | 3.0% | 5.5% | |
| Net Margin | 4.2% | 7.3% | |
| Earnings per Share (Dollar) | 1.13 | 2.04 |
(III). Research & Development Status
AVer's core technologies are video, audio, camera lenses, AI related technologies and integration capabilities. We aim to innovate the ways people communicate and enhance their learning by developing related applications, such as educational and presentation technology, professional audio-video, video conferencing and intelligent healthcare solutions. We invested about $18\%$ of revenue in R&D expenses in 2025 to prepare for future competitiveness. In addition to product patents, AVer also protects and manages R&D results through intellectual property, knowledge management and trade secret systems to accumulate the important assets for corporate sustainability.
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II. 2026 Business Plan Outline
Our key business plans for 2026 are described below.
(I). Optimizing Market Deployment and R&D Innovation: Expanding sales channels, exploring business opportunities in potential markets, strengthening strategic partnerships, activity developing core technologies and system integrated products and services to meet customers need, to enhance our competitiveness and to maintain our market leadership.
(II). Cultivating Human Capital: A Ver attaches importance to the core functional development of every colleague in the company. Through conducting talent reviews and setting up talent development programs to discover potential talents, build management trainees and enhance the leadership ability of senior managers to cultivate long-term competitive advantages.
(III). Corporate Sustainability: Regarding environmental sustainability, we are actively adopting recycled materials and advancing our carbon reduction initiatives, steadily progressing toward our 2030 carbon neutrality goal. Furthermore, we will comprehensively fortify our cybersecurity defense network. Through rigorous drills, we aim to embed cybersecurity awareness among all employees and construct a highly resilient cybersecurity governance system.
According to reports from leading international research institutes, the estimated Compound Annual Growth Rates (CAGR) for the Video Conferencing and Tele-intensive Care markets are 16.4% and 15.1%, respectively. Looking forward, AVer will continually refine our core competencies, focus on the development of high-value-added and customized products, and deepen our cooperative relationships with strategic partners. By optimizing our supply chain and implementing lean manufacturing management, we will enhance operational efficiency and customer service value, expand our footprint in these two core markets, and steadily increase our market share.
III. Impacts from Business Environment
(I). Impact from the overall operating environment
According to the Global Economic Prospects Report released by the World Bank on January 13, 2026, it is estimated that the global economic growth rate will be 2.6% in 2026. However, the unfavorable factors such as elevated policy uncertainty, shifts in trade policies, and escalating geopolitical tensions will continually impact global economic development.
AVer’s sales operation is export-oriented, our market area covers more than 100 countries in Europe, America, Asia, Africa and Oceania and we shall remain abreast of and respond to changes in the economic, trade environment and politics of countries around the world.
(II). Impact from external competitive environment
The pandemic has changed human working patterns to focus on hybrid work and team collaboration, the demand for video conferencing and professional audio video equipment has increased, attracting many competitors to enter the market. In the education technology market, driven by themes such as interactive teaching and distance learning, various educational equipment manufacturers have also launched products to capture the market.
Faced the direct competition from numerous competitors, AVer integrates AI and technologies on image and audio processing accumulated yearly to offer cross-platform and cross-device integrated solutions. We create diverse communication experiences and highly interactive, collaborative learning environments for our customers, positioning ourselves as an indispensable partner in their Audio and video collaboration ecosystems. Our products and services are highly recognized by clients, maintaining our market-leading position. Additionally, AVer continues to explore the potential of applying the core technologies of AI, Audio and video collaboration into other domains, aiming to strengthen our overall growth resilience against the increasingly fierce industrial landscape.
(III). Impact from the regulatory environment
The company follows government policies and regulations. The financial, audit and legal departments can accurately grasp important policy and regulation changes and adjust the internal systems and operating processes accordingly, to fully comply with laws and regulations to ensure the smooth operation of the company.
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AVer upholds our business philosophy which is "To be down to earth, create value, devote oneself, and serve people." We actively invest in core technical capabilities and product development, and provide products and services that meet customers' needs, so that the company can continue to grow and operate sustainably.
Sincere best regards.
Best wishes to all shareholders.
Peace and happiness to all of you.
Chairman : Michael Kuo
President : David Kuo
CFO : Dave Chiu
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- Corporate Governance Report
2.1 Directors, Supervisors and Management Team
2.1.1 Directors
April 11, 2026
| Title | Nationality or registered | Name | Gender, Age | Date Elected | Term | Date First Elected | Shares Held at time of election | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares held through nominees | Education | Selected Current Positions | Spouse or relative holding a position as Key Manager, Director or Supervisor | Note | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Chairman | Republic of China | AVerMedia Technologies, Inc | — | 2023/06/07 | 3 | 2008/01/01 | 46,388,504 | 49.92 | 46,388,504 | 49.92 | — | — | 0 | — | Ph.D. / Master's Degree, Graduate Institute of International Business, National Taiwan University Master's Degree, Institute of Electrical Engineering, National Cheng Kung University Chairman and CEO, AVerMedia Technology, Inc. Chairman and CEO, AVer Information, Inc. | Chairman, CEO and President, AVerMedia Technology, Inc. Director, CEO AVerMedia Technologies, Inc. (USA) Chairman, AVerMedia Technologies, Inc. (Japan) Chairman, AVerMedia Technologies (Shanghai) Inc. CSO, AVer Information Inc. Director and CEO, AVer Information Inc. (USA) Director and Representative, AVer Information Europe B.V. Representative Director, AVer Information Inc. (Japan) Chairman, Yuan Chen Investment Co., Ltd Supervisor, Song Yu Investment Co., Ltd. Supervisor, Song Ci Investment Co., Ltd. | President | David Kuo | First-degree relative | Note |
| Representative Michael Kuo | Male 60~69 | 2008/01/01 | — | — | 2,312,511 | 2.49 | 0 | — | 0 | — |
| Title | Nationality or registered | Name | Gender, Age | Date Elected | Term | Date First Elected | Shares Held at time of election | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares held through nominees | Education | Selected Current Positions | Spouse or relative holding a position as Key Manager, Director or Supervisor | Note | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Vice chairman | Republic of China | AVerMedia Technologies, Inc | — | 2023/06/07 | 3 | 2008/01/01 | 46,388,504 | 49.92 | 46,388,504 | 49.92 | — | — | 0 | — | Master’s Degree, Graduate Institute of International Business, National Taiwan University President, AVer Information, Inc. | Director, AVerMedia Technology, Inc CEO and President, AVer Information, Inc. Director, AVer Information Inc. (USA) Director and Representative, AVer Information Europe B.V. Representative Director, AVer Information Inc. (Japan) Director, Yuan Chen Investment Co., Ltd Representative, AVer Information, Inc. (Korean office) | — | — | — | N/A |
| Representative: Andy Hsi | Male 60~69 | 2016/06/08 | — | — | 812,253 | 0.87 | 0 | — | 0 | — | None | None | None | |||||||
| Director | Republic of China | AVerMedia Technologies, Inc | — | 2023/06/07 | 3 | 2008/01/01 | 46,388,504 | 49.92 | 46,388,504 | 49.92 | — | — | 0 | — | Master’s Degree, Executive MBA Program, National Central University Bachelor’s Degree, Department of Accounting, Chinese Culture University Accounting supervisor, AVer Information, Inc. | CFO, AVerMedia Technology, Inc. Representative, AVT Solutions GmbH Representative, AVerMedia Information (SPAIN) S.L. CFO, AVerMedia Technologies, Inc. (USA) Supervisor, AVerMedia Technologies (Shanghai) Inc. Supervisor, Yuan Chen Investment Co., Ltd | — | — | — | N/A |
| Representative: Jesse Lin | Male 50~59 | 2020/02/21 | — | — | 962 | 0 | 0 | 0 | 0 | 0 | None | None | None |
| Title | Nationality or registered | Name | Gender, Age | Date Elected | Term | Date First Elected | Shares Held at time of election | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares held through nominees | Education | Selected Current Positions | Spouse or relative holding a position as Key Manager, Director or Supervisor | Note | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Director | Republic of China | Wise Cap Limited Company | — | 2023/06/07 | 3 | 2021/07/01 | 495,000 | 0.53 | 495,000 | 0.53 | 0 | — | 0 | — | Executive Management Program for Entrepreneurs, National Chengchi University Master’s Degree, Institute of Computer Science and Information Engineering, National Taiwan University General Manager, Enterprise and Networking Business Group, Wistron Corp. | Co-Chief Operating Officer of Wistron Corp. Chairman, International Standards Laboratory Corp. Director, Wistron InfoComm (Zhongshan) Corporation Director, Wistron Mexico, S.A. de C.V. Director, Wistron InfoComm Technology (Zhongshan) Co., Ltd. Director, Wistron InfoComm (CHONGQING) Co., Ltd. Director, Wistron Investment (Sichuan) Co., Ltd. Director, Wistron InfoComm (Chengdu) Co., Ltd. Director, Wistron Technology Service (America) Corporation Director, Wistron InfoComm Mexico S.A. de C.V. Director, Wistron InfoComm (Vietnam) Co., Ltd Director, Wistron Technology (Vietnam) Co., Ltd. Director, WisLab EMS Corporation Director, Wistron Property (Vietnam) Co., Ltd Director, Wistron InfoComm (USA) Corporation Director, Wistron InfoComm Computer (Chengdu) Co., Ltd | — | — | — | N/A |
| Representative: Robert Lin | Male 50~59 | 2022/09/01 | — | — | 0 | — | 0 | — | 0 | — | None | None | None |
| Title | Nationality or registered | Name | Gender, Age | Date Elected | Term | Date First Elected | Shares Held at time of election | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares held through nominees | Education | Selected Current Positions | Spouse or relative holding a position as Key Manager, Director or Supervisor | Note | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Independent Director | Republic of China | Tony Tsao | Male 60–69 | 2023/06/07 | 3 | 2019/06/12 | 0 | – | 0 | – | 0 | – | 0 | – | Master’s Degree in Business Administration, Illinois Institute of Technology CEO and General Manager, D-Link Corporation | Chairman and CEO, GCR Global Channel Recourse Independent Director, Lien Chang Electronic Enterprise Co., LTD Director, Faraday Motor Co., Ltd. Director, Octon Inc | None | None | None | – |
| Independent Director | Republic of China | Michael Chiang | Male 70–79 | 2023/06/07 | 3 | 2016/06/08 | 0 | – | 0 | – | 15,000 | 0.02 | 0 | – | Bachelor’s Degree in Geology, National Taiwan University General Manager / Chairman, Zyxel Group Corporation | Kane Investment Co., Ltd | None | None | None | – |
| Title | Natio nality or regist ered | Name | Gende r , Age | Date Elected | Term | Date First Elected | Shares Held at time of election | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares held through nominees | Education | Selected Current Positions | Spouse or relative holding a position as Key Manager, Director or Supervisor | Not e | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relatio nship | ||||||||||
| Independence Director | Republic of China | Kun-Cheng Chao | Male 60~69 | 2023/06/07 | 3 | 2023/06/07 | 0 | — | 0 | — | 0 | — | 0 | — | Master of Business Administration (MBA), The University of Texas at Dallas Bachelor’s Degree, Department of International Trade, Tunghai University Executive Vice President / General Manager, Deloitte Financial Advisory Co., Ltd. | Executive Director, ChinCheng Financial Advisory Co., Ltd. | None | None | None | — |
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| Title | Natio nality or regist ered | Name | Gende r , Age | Date Elected | Term | Date First Elected | Shares Held at time of election | Shares Currently Held | Shares Currently Held by Spouse & Minors | Shares held through nominees | Education | Selected Current Positions | Spouse or relative holding a position as Key Manager, Director or Supervisor | Not e | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relatio nship | ||||||||||
| Independence Director | Republic of China | Hsing-Wei Chao | Male 70–79 | 2023/06/07 | 3 | 2023/06/07 | 0 | – | 0 | – | 0 | – | 0 | – | Master’s Degree in Business Administration, Accounting and Law Digital Learning Program, National Chung Cheng University Bachelor of Laws, Department of Law, National Chung Hsing University Associated Lawyer, Dian Li Law Offices | Managing Attorney, Hsing Tai Law Offices Independent Director, Taiwan Giant-Ma Co., Ltd. Independent Director, AVer Information Inc. Director, Huang Jian-Bin Cultural and Educational Foundation Director, Jieshou Private Retail Market Co., Ltd. Director, Shifang Zen Cultural and Educational Foundation Director, Yilan Humanities Foundation | None | None | None | – |
Note: Explanation of the Chairman and General Manager Being First-Degree Relatives
The Chairman and the General Manager of the Company are first-degree relatives. This arrangement is primarily based on considerations of business continuity and the long-term collaboration of the management team. The appointment has been duly reviewed and approved by the Board of Directors in accordance with relevant corporate governance regulations. The Chairman is responsible for formulating and overseeing the Company's overall business strategies, while the General Manager is in charge of executing daily operations and management. Their roles and responsibilities are clearly defined, which enhances operational efficiency and decision-making effectiveness.
To strengthen corporate governance and supervisory mechanisms, the Company's Board of Directors consists of eight directors, including four independent directors, representing one-half of the Board, in compliance with applicable regulatory requirements. In addition, a majority of the directors do not concurrently serve as employees or managerial officers, ensuring the independence and effectiveness of the Board's oversight function. Furthermore, through the Board of Directors and its functional committees, the Company regularly reviews its operations and the implementation of internal control systems to maintain sound corporate governance and safeguard the interests of all shareholders.
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2.1.1.1 Major shareholders of Corporate Shareholders
April 10,2026
| Name of Corporate Shareholders | Major Shareholders of the corporate shareholder |
|---|---|
| AVerMedia Technologies, Inc | AVer Information, Inc. (18.30%), Song Yu Investment Co., Ltd. (5.28%), Song Ci Investment Co., Ltd. (4.20%), Yu Tzu Investment Co., Ltd. (2.67%), CTBC Bank Trust Account (employee share ownership trust) (1.85%), Yirun Investment Co., Ltd. (1.02%), Miao-Sheng Li (1.02%), Chung-Song Kuo (1.05%), Chuan-Chuan Kuo (0.84%), Yu-Ting Kuo (0.80%) |
December 31,2025
| Name of Corporate Shareholders | Major Shareholders of the corporate shareholder |
|---|---|
| Wise Cap Limited Company | Wistron Corp. (100%) |
2.1.1.2 Major shareholders of corporate shareholders
March 31,2026
| Name of corporate/juristic person | Major shareholders of the corporate/juristic person |
|---|---|
| Wistron Corp. | Yuanta Taiwan High Dividend Fund Account(3.87%),Labor Pension Fund (2.88%),Taishin International Bank Co., Ltd., Custodian for Cathay Taiwan High Dividend Umbrella Securities Investment Trust Fund – Taiwan ESG Sustainable High Dividend ETF Account(2.33%),CTBC Bank Co., Ltd., Custodian for Yuanta Polaris Taiwan Top 50 Securities Investment Trust Fund Account(1.84%),Taipei Fubon Commercial Bank Co., Ltd., Trustee for Wistron Corporation Trust Property Account(1.62%),Lin Hsien-Ming(1.42%),Taipei Fubon Commercial Bank Co., Ltd., Custodian for Wistron Corporation Restricted Stock Trust Account(1.13%),JPMorgan Chase Bank, N.A., Taipei Branch, Custodian for Vanguard Emerging Markets Stock Index Fund Account(1.13%),State Street Bank and Trust Company, Custodian for Advanced Star Global Fund Series – Advanced Total International Equity Index Fund Account(1.11%),Wiwynn Corporation(0.91%) |
April 11,2026
| Name of corporate/juristic person | Major shareholders of the corporate/juristic person |
|---|---|
| AVer Information, Inc. | Please refer to “The List of Major Shareholders” on page 85 |
April 30,2026
| Name of corporate/juristic person | Major shareholders of the corporate/juristic person |
|---|---|
| Song Yu Investment Co., Ltd. | Chung-Song Kuo (61.82%), Yu-Ting Kuo (12.37%), Chin-Lan Kao (10.35%) |
| Song Ci Investment Co., Ltd. | Chung-Song Kuo (75.76%), Chin-Lan Kao (24.24%) |
| Yu Tzu Investment Co., Ltd. | Songlan Investment Co., Ltd. (100%) |
2.1.2 Professional qualifications and independence analysis of directors
April 30,2026
| Name | Criteria | Professional Qualification and Experience(Note) | Independence Analysis | No. of other public companies at which the person concurrently serves as an independent director |
|---|---|---|---|---|
| AVerMedia Technologies, Inc Representative: Michael Kuo | Michael Kuo has served as Chairman of AVerMedia since 1990 and possesses extensive cross-industry management experience. He has accumulated over 30 years of practical experience in corporate governance and listed company operations. His expertise includes corporate governance, board operations, strategic planning, multinational operations management, leadership and decision-making, crisis management, industry analysis, corporate sustainability, and international market development. He holds a Ph.D. in International Business from National Taiwan University | Not Applicable | 0 | |
| AVerMedia Technologies, Inc Representative: Andy Hsi | Andy Hsi served as Vice President of AVer Information Inc. from 2010 to 2013, and as General Manager from 2013 to 2025. He currently serves as Chief Executive Officer and Vice Chairman. He possesses extensive experience in business management and has accumulated many years of practical experience in listed company operations and corporate governance. His expertise includes human resources management, international business development, business management, and organizational leadership. He holds a Master's degree in International Business from National Taiwan University | 0 | ||
| AVerMedia Technologies, Inc Representative: Jesse Lin | Jesse Lin previously served as Accounting Manager of AVer Information Inc. and has served as Chief Financial Officer of AVerMedia since 2017. He has extensive practical experience in corporate finance and accounting management and is well-versed in financial management and accounting systems. He holds a Master's degree in Executive MBA from National Central University | 0 | ||
| Wise Cap Limited Company Representative: Robert Lin | Robert Lin served as Vice President of the Digital Home Appliance Business Unit from 2014 to 2016, and as Chief Operating Officer of the Computing Product Business Unit from 2016 to 2019. Since 2019, he has served as General Manager of the Personal Computing Product Business Unit and Global Supply Chain Management. He possesses extensive experience in the technology industry and has accumulated years of practical experience in listed company operations and corporate governance. His expertise includes business management, global supply chain management, business unit operations, strategic planning, and multinational operations management. He holds a Master's degree in Computer Science and Information Engineering from National Taiwan University and has completed the Executive Management Program at National Chengchi University | 0 | ||
| Tony Tsao | Tony Tsao served as Chief Executive Officer and General Manager of D-Link Corporation from 1997 to 2011 and retired in August 2011. Since 2013, he has served as Chairman and Chief Executive Officer of JCY Corporation. He also has experience serving as an independent director. He holds a Master's degree in Business Administration from Illinois Institute of Technology and has direct supervisory experience in financial and accounting functions | All of the following situations apply to each and every of the Independent Directors: 1. Satisfy the requirements of Article 14-2 of “Securities and Exchange Act” and “Regulations Governing Appointment of Independent Directors and Compliance. Matters for Public Companies” issued by | 1 |
| Michael Chiang | Michael Chiang has served as Chairman and Chief Executive Officer of Palmax Technology since 2000 and was one of the founding managers of Kinpo Electronics and Compal Electronics. He currently serves as a director of Cain Investment and holds a Bachelor’s degree in Geology from National Taiwan University | Taiwan’s Securities and Futures Bureau
2. Neither I, my spouse, nor any relative within the second degree of kinship serves as a director, supervisor, or employee of the Company or its affiliated enterprises.
3. I do not serve as a director, supervisor, or employee of any company having a specific relationship with the Company, as defined under Subparagraphs 5 to 8, Paragraph 1, Article 3 of the Regulations Governing | 0 |
| --- | --- | --- | --- |
| Kun-Cheng Chao | Kun-Cheng Chao served as Executive Vice President of Deloitte Financial Advisory from 2001 to 2009 and retired in 2010. Since 2014, he has served as a director of AP Financial Advisory. He holds a Master’s degree in Business Administration from The University of Texas at Dallas and has direct supervisory experience in financial and accounting functions | Appointment of Independent Directors and Compliance Matters for Public Companies.
4. Neither I, my spouse, nor my minor children, nor any person holding shares on our behalf, holds more than 1% of the Company’s total issued shares or ranks among the top ten natural person shareholders.
5. Received no compensation or benefits for providing commercial, legal, financial, accounting services or consultation to the Company or to any its affiliates within the preceding two years, and the service provided is either an “audit service” or a “non-audit service”. | 0 |
| Hsing-Wei Chao | Hsing-Wei Chao served as an associate attorney at Tien Li Law Offices from 1995 to 1998. Since 1998, he has served as Managing Attorney of Hsing Tai Law Firm. He holds a Master’s degree in Business Administration (Accounting and Law Program) from National Chung Cheng University | | 1 |
Note: None of the Directors has been in or is under any circumstances stated in Article 30 of the Company Law.
2.1.2.1 Diversity Status of the composition of Directors
To strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, The "Code of Practice on Corporate Governance" and its "Board Member Diversity Policy" established in 2015 provide that diversity must be considered when formulating the composition of the Board of Directors. An appropriate diversity policy must be developed according to the Company's operations, operation types, and development needs, including, but not limited to, the standards under the following two major aspects:
(1) Basic requirements and values: Gender, age, nationality, race, and culture.
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
The Company has established a board policy member composition diversity policy in its "Code of Practice on Corporate Governance." According to Article
20 of the "Code of Practice on Corporate Governance," directors must possess the general knowledge, skills, and qualities necessary to perform their duties. The Board of Directors as a whole must possess the following capabilities to achieve the ideal corporate governance goals:
A. Ability to make operational judgment.
B. Ability to perform accounting and financial analysis.
C. Ability to conduct management administration.
D. Ability to conduct crisis management.
E. Industrial knowledge.
F. International market perspective.
G. Ability to lead.
H. Ability to make decisions.
The Company adopts a director candidate nomination system. The qualifications and evaluations of candidates are subject to a rigorous selection process conducted by the Board of Directors. In addition to considering diverse backgrounds, professional competencies, and experience, the Company also places great emphasis on candidates' personal integrity, ethical conduct, and leadership reputation. To ensure diversity in professional expertise, the Company aims for at least one-third of the Board seats to be held by members with legal or financial and accounting backgrounds. The current Board consists of eight directors, all of whom possess extensive experience in business management, among which four directors have expertise in legal or financial and accounting fields, enabling them to provide professional advice from diverse perspectives. The Company has not yet formally incorporated gender diversity as a specific indicator. Due to industry characteristics, where male professionals constitute the majority, and considering business expertise and board composition, there are currently no female directors on the Board. The Company plans to elect at least one female director in the 2026 annual shareholders' meeting to comply with regulatory requirements. Going forward, the Company will introduce a gender diversity nomination mechanism and establish channels to identify qualified external female director candidates, with the long-term goal of achieving one-third female representation on the Board. The implementation of the Board diversity policy is presented in the table below:
16
Summary table of board members' professional abilities and skills
| Diversity it ems Name | Nation ality | Gender | Independent directors' tenure | Age | Professional Skills and Experience | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Below 3 years | 3-9 | Above 9 years | 50-59 | 60-69 | Above 70 | Leadership and Decision making | Management administration | Risk/Crisis Management | Industry Experience | Accounting and financial | Law | Environmental Sustainability and Social Engagement | |||
| Michael Kuo | Republic of China | Male | - | - | - | V | V | V | V | V | V | ||||
| Andy Hsi | Male | - | - | - | V | V | V | V | V | V | |||||
| Jesse Lin | Male | - | - | - | V | V | V | V | V | V | V | ||||
| Robert Lin | Male | - | - | - | V | V | V | V | V | V | |||||
| Tony Tsao | Male | V | V | V | V | V | V | V | V | ||||||
| Michael Chiang | Male | V | V | V | V | V | V | V | |||||||
| Kun-Cheng Chao | Male | V | V | V | V | V | V | V | V | ||||||
| Hsing-Wei Chao | Male | V | V | V | V | V | V | V | V |
2.1.2.2 Board Diversity and Independence
The company re-elected all directors (including independent directors) in 2023. At present, there are 8 directors on the board of directors, 4 of whom are independent directors. The directors do not have any of the circumstances stipulated in Article 26-3, Item 3 and 4 of the Securities and Exchange Act.
April 11, 2026
2.1.3 Management Team
| Title | Nationality | Name | Gendern | Date ofappointment | Shares held | Shares held bySpouse & Minor | Shares heldthrough nominees | Principal workexperience andacademicqualifications | Positionsconcurrently heldin othercompanies | Spouses or Relative WithinTwo Degrees of KinshipHolding a Position asManager | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| CSO | Republic ofChina | Michael Kuo | Male | 2016/06/08 | 2,312,511 | 2.49 | 0 | — | 0 | — | Ph.D. / Master's Degree,Graduate Institute ofInternational Business,National TaiwanUniversityMaster's Degree,Institute of ElectricalEngineering, NationalCheng Kung UniversityChairman, and CEO,AVerMedia Technology,Inc.Chairman and CEO,AVer Information, Inc. | Chairman, CEO and President, AVerMedia Technology, Inc.Director, CEO AVerMedia Technologies, Inc.(USA)Representative Director,AVerMedia Technologies, Inc.(Japan)Chairman,AVerMedia Technologies(Shanghai) Inc.Director, AVerMedia Korea Inc.Chairman, AVer Information Inc.Director and CEO,AVer Information Inc. (USA)Director and Representative,AVer Information Europe B.V.Representative Director, AVerInformation Inc. (Japan)Chairman, Yuan ChenInvestment Co., LtdSupervisor, Song Yu InvestmentCo., Ltd.Supervisor, Song Ci InvestmentCo., Ltd. | Presidentt | DavidKuo | First-degree relative | — |
| Title | Nationality | Name | Gende r | Date of appointment | Shares held | Shares held by Spouse & Minor | Shares held through nominees | Principal work experience and academic qualifications | Positions concurrently held in other companies | Spouses or Relative Within Two Degrees of Kinship Holding a Position as Manager | Re ma rks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation ship | ||||||||
| CEO | Republic of China | Andy Hsi | Male | 2013/06/10 | 812,253 | 0.87 | 0 | - | 0 | - | Master's Degree, Graduate Institute of International Business, National Taiwan University President, AVer Information, Inc. | Director, AVerMedia Technology, Inc Vice Chairman, AVer Information, Inc. Director, AVer Information Inc. (USA) Director and Representative, AVer Information Europe B.V. Representative Director, AVer Information Inc. (Japan) Director, Yuan Chen Investment Co., Ltd Representative, AVer Information, Inc. (Korean office) | None | None | None | - |
| President | Republic of China | David Kuo | Male | 2025/07/01 | 120,032 | 0.13 | 0 | - | 0 | - | Master's Degree, Business Administration, University of Southampton | AVer Information (Vietnam) Co., Ltd Director, AVerMedia Technology, Inc Representative, | CSO | Michael Kuo | First-degree relative | - |
| Vice President | USA | Arthur Pait | Male | 2009/07/09 | 0 | - | 0 | - | 0 | - | Master's Degree, Missouri University of Science and Technology | Director and President, AVer Information Inc. (USA) | None | None | None | - |
| Vice President | Republic of China | Joseph Chen | Male | 2011/09/01 | 635,239 | 0.68 | 0 | - | 0 | - | Master's Degree, Graduate Institute of Electrical Engineering, National Taiwan University | Director, Yuan Chen Investment Co., Ltd | None | None | None | - |
| Vice President | Republic of China | Stanley Cheng | Male | 2020/04/01 | 61,170 | 0.07 | 0 | - | 0 | - | Master's Degree, Graduate Institute of International Business, National Taiwan University | None | None | None | None | - |
| Title | Nationality | Name | Gender | Date of appointment | Shares held | Shares held by Spouse & Minor | Shares held through nominees | Principal work experience and academic qualifications | Positions concurrently held in other companies | Spouses or Relative Within Two Degrees of Kinship Holding a Position as Manager | Remarks | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| Vice President | Republic of China | Jeff Lo | Male | 2021/02/01 | 22,000 | 0.02 | 0 | — | 0 | — | Executive Master of Business Administration, National Central University | None | None | None | None | — |
| Vice President of Finance, Accounting, and Corporate Governance | Republic of China | Dave Chiu | Male | 2021/02/01 | 14,513 | 0.02 | 0 | — | 0 | — | Master’s Degree, Graduate Institute of Accounting, National Cheng Kung University | None | None | None | None | — |
20
2.2 Remuneration of Directors, Supervisors, General Manager, and Assistant General Managers
2.2.1 Remuneration of Directors
Unit: NT$ thousands
| Title | Name | Remuneration to directors | Sum of A+B+C+D and ratio to net income | Remuneration received by directors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income | Parent company and all investee enterprises |
|---|---|---|---|---|---|---|
| Base Compensation (A) | Retirement pay and pension (B) | Director profit sharing compensation (C) (Note1) | Expenses and perquisites (D) | Salary, bonuses, and special disbursements (E) | Retirement pay and pension (F) | Employee profit-sharing compensation(G) |
| The company | All consolidated entities | The company | All companies in the consolidated financial statements | The company | All companies in the consolidated financial statements | The company |
| Director | 4VerMedia Technologies, Inc Representative: Michael Kuo, Chairman | 23 | 23 | 0 | 0 | 1,732 |
| 4VerMedia Technologies, Inc Representative: Andy Hsi, Vice Chairman | ||||||
| 4VerMedia Technologies, Inc Representative: Jesse Lin | ||||||
| Wise Cap Limited Company Representative: Robert Lin | ||||||
| Independent Director | Tony Tuao | 446 | 446 | 0 | 0 | 1,154 |
| Michael Chiang | ||||||
| Kun-Cheng Chao | ||||||
| Hsing-Wei Chao |
- Please describe the policy, system, standards and structure in place for paying remuneration to directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the directors to the amount of remuneration paid: According to the
| Title | Name | Remuneration to directors | Sum of A+B+C+D and ratio to net income | Remuneration received by directors for concurrent service as an employee | Sum of A+B+C+D+E+F+G and ratio to net income | Parent company and all investee enterprises |
|---|---|---|---|---|---|---|
| Base Compensation (A) | Retirement pay and pension (B) | Director profit sharing compensation (C) (Note1) | Expenses and perquisites (D) | Salary, bonuses, and special disbursements (E) | Retirement pay and pension (F) | Employee profit-sharing compensation(G) |
| The company | All consolidated entities | The company | All companies in the consolidated financial statements | The company | All companies in the consolidated financial statements | The company |
| Cash | Stock | Cash | Stock | |||
| Company's "Articles of Incorporation" and "Director and Functional Committees Compensation and Payment Principles", except basic funds, the independent directors' compensation will be added according to the positions held by them in the functional committees, regardless of profit or loss.2. In addition to what is disclosed in the above table, please specify the amount of remuneration received by directors in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the parent company /any consolidated entities / invested enterprises): None |
Note 1: 2025 Directors' compensation is NT$ 2,886 thousand.
Remuneration Range Table
| Ranges of remuneration paid to each of the Company's directors | Name of Director | |||
|---|---|---|---|---|
| Sum of A+B+C+D | Sum of A+B+C+D+E+F+G | |||
| The company | All consolidated entities (H) | The company | All consolidated entities (I) | |
| Less than NT$ 1,000,000 | Director: AVerMedia Technologies, Inc Representative: Michael Kuo, Andy Hsi, Jesse Lin Wise Cap Limited Company Representative: Robert Lin Independent Director: Tony Tsao, Michael Chiang, Yu-Tsung Chien | Director: AVerMedia Technologies, Inc Representative: Michael Kuo, Andy Hsi, Jesse Lin Wise Cap Limited Company Representative: Robert Lin Independent Director: Tony Tsao, Michael Chiang, Yu-Tsung Chien | Director: AVerMedia Technologies, Inc Representative: Jesse Lin Wise Cap Limited Company Representative: Robert Lin Independent Director: Tony Tsao, Michael Chiang, Yu-Tsung Chien | Director: AVerMedia Technologies, Inc Representative: Jesse Lin Wise Cap Limited Company Representative: Robert Lin Independent Director: Tony Tsao, Michael Chiang, Yu-Tsung Chien |
| NT$ 1,000,000~NT$ 2,000,000 | — | — | — | — |
| NT$ 2,000,000~NT$ 3,500,000 | — | — | — | — |
| NT$ 3,500,000~NT$ 5,000,000 | — | — | — | — |
| NT$ 5,000,000~NT$ 10,000,000 | — | — | Director: AVerMedia Technologies, Inc | Director: AVerMedia Technologies, Inc |
| Ranges of remuneration paid to each of the Company’s directors | Name of Director | |||
|---|---|---|---|---|
| Sum of A+B+C+D | Sum of A+B+C+D+E+F+G | |||
| The company | All consolidated entities (H) | The company | All consolidated entities (I) | |
| Representative: Michael Kuo, Andy Hsi | Representative: Michael Kuo, Andy Hsi | |||
| NT$ 10,000,000~NT$ 15,000,000 | — | — | — | — |
| NT$ 15,000,000~NT$ 30,000,000 | — | — | — | — |
| NT$ 30,000,000~NT$ 50,000,000 | — | — | — | — |
| NT$ 50,000,000~NT$ 100,000,000 | — | — | — | — |
| NT$ 100,000,000 or above | — | — | — | — |
| Total | 8 | 8 | 8 | 8 |
23
2.2.2 Remuneration to General Manager(s) and Assistant General Manager
December 31,2025 Unit: NT$ thousands
| Title | Name | Salary(A) | Retirement pay and pension (B) | Bonuses and Allowances (C) (Note 1) | Employee profit-sharing compensation (D) | Sum of A+B+C+D and ratio to net income | Parent company and all investee enterprises | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All consolidated entities | The company | All companies in the consolidated financial statements | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| CSO | Michael Kuo | 31,122 | 43,566 | 540 | 540 | 830 | 830 | 1,544 | 0 | 1,544 | 0 | 34,036 | ||
| 32.34% | 46,480 | |||||||||||||
| 43.65% | 2,727 | |||||||||||||
| CEO | Andy His | |||||||||||||
| President | David Kuo | |||||||||||||
| Vice President | Arthur Pait | |||||||||||||
| Vice President | Joseph Chen | |||||||||||||
| Vice President | Stanley Cheng | |||||||||||||
| Vice President | Jeff Lo | |||||||||||||
| Vice President of Finance, Accounting, and Corporate Governance | Dave Chiu |
Note 1 : The company provides cars for managers to use, and the expenses is NT$ 830 thousand.
Remuneration Range Table
| Ranges of remuneration paid to each of the Company's general manager(s) and assistant general manager(s) | Names of General Manager(s) and Assistant General Manager(s) | |
|---|---|---|
| The company | All consolidated entities (E) | |
| Less than NT$ 1,000,000 | — | — |
| NT$ 1,000,000~NT$ 2,000,000 | — | — |
| NT$ 2,000,000~NT$ 3,500,000 | — | — |
| NT$ 3,500,000~NT$ 5,000,000 | David Kuo, Joseph Chen, Stanley Cheng, Jeff Lo, Dave Chiu | David Kuo, Joseph Chen, Stanley Cheng, Jeff Lo, Dave Chiu |
| NT$ 5,000,000~NT$ 10,000,000 | Michael Kuo, Andy Hsi | Michael Kuo, Andy Hsi |
| NT$ 10,000,000~NT$ 15,000,000 | — | Arthur Pait |
| NT$ 15,000,000~NT$ 30,000,000 | — | — |
| NT$ 30,000,000~NT$ 50,000,000 | — | — |
| NT$ 50,000,000~NT$ 100,000,000 | — | — |
| NT$100,000,000 or more | — | — |
| Total | 7 | 8 |
2.2.3 Names and Distributions of Employee Profit-Sharing Compensation to Managerial Officers
December 31,2025 Unit: NT$ thousands
| Title | Name | Amount in stock | Amount in cash | Total | As a % of net profit | |
|---|---|---|---|---|---|---|
| Managerial officers | CSO | Michael Kuo | 0 | 1,544 | 1,544 | 1.47 |
| CEO | Andy Hsi | |||||
| President | David Kuo | |||||
| Vice President | Arthur Pait | |||||
| Vice President | Joseph Chen | |||||
| Vice President | Stanley Cheng | |||||
| Vice President | Jeff Lo | |||||
| Vice President of Finance, Accounting, and Corporate Governance | Dave Chiu |
2.3.4 Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by the company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
-
The total remuneration paid by the Company and all companies in the consolidated statements to this Company's directors, general managers, and deputy general managers in 2024 accounted for 28.42% of the net profit after tax. In 2025, the total remuneration paid to the Company's directors, general managers, and deputy general managers accounted for 47.35% of the net profit after tax.
-
The Company's remuneration policy, standard, and combination for directors as well as remuneration setting procedures are based on Article 20 of the Company's articles of association. The Company shall pay the directors' remunerations regardless of operating profit status. The remunerations shall be authorized by the Board of Directors according to the value of each director's participation and contribution to the Company while referencing the peer industry remuneration levels domestically and abroad. If the Company makes a profit during the year, it shall allocate between 5% and 20% for employees' remunerations and less than 2% for directors' remunerations according to Article 27 of the Company's articles of association. To regularly evaluate the remuneration of directors and managers, the remuneration of directors and managers shall comply with the organization's regulations and relevant methods of the Company's remuneration committee. The assessment items include risks involving directors and managers, such as improper internal management or personnel malpractice that negatively impact the company's image and achievement rates, such as financial indicators, profit rate, operating efficiency, and degree of contribution. These factors shall serve as the basis for evaluating, calculating, and allocating reasonable remuneration. The Remuneration Committee and the Board of Directors shall review the relevant performance appraisal and remuneration rationality. The remuneration system shall be reviewed at any time according to operating conditions and the applicable laws and regulations.
-
The Company's policies, standards, combinations, and procedures for setting remunerations to
managers shall comply with the Company’s compensation and remuneration committee organization rules and related regulations. The overall rewards and remuneration of the managers shall be assessed regularly according to their performance evaluations. The peer industry standards for title, rank, academic experience, professional ability, or responsibilities shall be reviewed periodically to ensure salary competitiveness and retain and motivate talents. The relevant performance appraisal and remuneration rationality must also follow the distribution principle recommended by the Remuneration Committee. The chairperson shall approve the remunerations based on business performance, reviewed by the Remuneration Committee and the Board of Directors. The remuneration system shall be reviewed at any time according to operating conditions and relevant laws and regulations. The Company’s overall operating performance and profit are an important basis for distribution, and the remuneration payment and operating performance must form a positive correlation.
27
28
2.3 Status of Corporate Governance
2.3.1 Operation of the Board of Directors
The number of Board Meetings held in the most recent fiscal year was: 5 times, the attendance by the Directors was as follows:
| Title | Name | No. of meetings attended in person | No. of meetings attended by proxy | In-person attendance rate (%) | Remarks |
|---|---|---|---|---|---|
| Chairman | AVerMedia Technologies, c | ||||
| Representative: Michael Kuo, | 5 | 0 | 100 | ||
| Vice Chairman | AVerMedia Technologies, c | ||||
| Representative: Andy Hsi, | 5 | 0 | 100 | ||
| Director | AVerMedia Technologies, c | ||||
| Representative: Jesse Lin | 5 | 0 | 100 | ||
| Director | Wise Cap Limited Company | ||||
| Representative: Robert Lin | 4 | 1 | 80 | ||
| Independent Director | Tony Tsao | 5 | 0 | 100 | |
| Independent Director | Michael Chiang | 5 | 0 | 100 | |
| Independent Director | Kun-Cheng Chao | 5 | 0 | 100 | |
| Independent Director | Hsing-Wei Chao | 5 | 0 | 100 | |
| Other information required to be disclosed: | |||||
| 1. If any of the following circumstances exists, specify the board meeting date, meeting session number, content of the motion(s), the opinions of all the independent directors, and the measures taken by the Company based on the opinions of the independent directors: | |||||
| (1) Any matter under Article 14-3 of the Securities and Exchange Act: Not applicable as the Company has already established an Audit Committee. | |||||
| (2) In addition to the matters referred to above, any dissenting or qualified opinion of an independent directory that is on record or stated in writing with respect to any board resolution: None | |||||
| 2. The status of implementation of recusals of directors with respect to any motions with which they may have a conflict of interest: specify the director’s name, the content of the motion, the cause for recusal, and whether and how the director voted | |||||
| 1. Jan. 16,2025 | |||||
| 1.1 Approval of the results of 2024 managers’ salary structure. | |||||
| Resolutions: Except for Michael Kuo and Andy Hsi's avoidance of motions in conflict of interest, the motion was passed without objection by the rest of directors present (acting chairman: Michael Chiang). | |||||
| 1.2 Approval of the proposal for 2024 managers’ special bonus. | |||||
| Resolutions: Except for Michael Kuo and Andy Hsi's avoidance of motions in conflict of interest, the motion was passed without objection by the rest of directors present (acting chairman: Michael Chiang). | |||||
| 1.3 Approval of the proposal for 2025 managers’ salary structure. | |||||
| Resolutions: Except for Michael Kuo and Andy Hsi's avoidance of motions in conflict of interest, the motion was passed without objection by the rest of directors present (acting chairman: Michael Chiang). | |||||
| 1.4 Approval of the proposal for 2025 directors’ compensation structure. | |||||
| Resolutions: Except for Michael Kuo and Andy Hsi's avoidance of motions in conflict of interest, the motion was passed without objection by the rest of directors present (acting chairman: Michael Chiang). |
- Mar. 5,2025
2.1 Approval of the proposal for 2025 managers' salary adjustment.
Resolutions : Except for Michael Kuo and Andy Hsi's avoidance of motions in conflict of interest, the motion was unanimously approved by the rest of directors present (acting chairman: Michael Chiang).
- May. 7,2025
3.1 Approval of the proposal for 2024 managers' other bonus.
Resolutions : Except for Andy Hsi's avoidance of motions in conflict of interest, the motion was unanimously approved by the rest of directors present.
3.2 Approval of the proposal for 2024 managers' compensation.
Resolutions : Except for Michael Kuo and Andy Hsi's avoidance of motions in conflict of interest, the motion was unanimously approved by the rest of directors present (acting chairman: Michael Chiang).
- Aug. 6,2025
4.1 Approval of the proposal for new president's salary structure.
Resolutions: Except for Michael Kuo's avoidance of motions in conflict of interest, the motion was unanimously approved by the rest of directors present (acting chairman: Michael Chiang).
- For a TWSE or TPEx listed company, disclose information including the evaluation cycle and period(s) of the board of directors' self-evaluations (or peer evaluations) and the evaluation method and content. Additionally, complete Table 2(2) Implementation of Evaluations of the Board of Directors.
| Evaluation cycle | Evaluation period | Scope of evaluation | Method of evaluation | Evaluation Content |
|---|---|---|---|---|
| Once a year | 2025.01.01~2025.12.31 | Board of Directors | Internal assessment of the Board | A total of 45 items including the Involvement in the Company's operation, Enhancement of the quality of the board's decision-making(Functional Committees) Makeup and structure of the board, Election of board members and continuing knowledge development(Functional Committees), \ Directors appointment, training and Internal controls. |
| Once a year | 2025.01.01~2025.12.31 | Audit Committee, | The internal evaluation of functional committees | A total of 21 items including the Participation in the operation of the company \ Improvement of quality of decisions made by the functional committee \ Makeup of the functional committee and election of its members and Internal control |
| Once a year | 2025.01.01~2025.12.31 | Compensation committee | The internal evaluation of functional committees | A total of 19 items including the Participation in the operation of the company \ Awareness of the duties of the functional committee \ Improvement of quality of decisions made by the functional committee \ Makeup of the functional committee and election of its members and Internal control |
| Once a year | 2025.01.01~2025.12.31 | ESG committee | The internal evaluation of functional committees | A total of 15 items including the Participation in the operation of the company \ Awareness of the duties of the functional committee \ Improvement of quality of decisions made by the functional committee \ Makeup of the functional committee and election of its members |
| Once a year | 2025.01.01~2025.12.31 | The individual directors | Self-assessments by each board member | A total of 23 items including the Understanding of the Company's goals and mission, Awareness of director's duties, Involvement in the Company's operations, Internal relationship and communication, Director's professionalism and continuing knowledge development and Internal controls |
- Give an evaluation of the targets that were adopted for strengthening of the functions of the board during the current and immediately preceding fiscal years (e.g., establishing an audit committee, increasing information transparency, etc.) and the measures taken toward achievement thereof:
4.1 The results of the Company's 2025 self-assessment of the Board of Directors, functional committees, and individual directors indicated that the proportion of “strongly agree” responses exceeded 90%, and the overall evaluation results were generally favorable. In addition, the Company engaged the Taiwan Investor Relations Institute to conduct an external board evaluation in the most recent year. The overall evaluation results indicated that the operations of the Board and its committees were generally sound and well-functioning. The Company will continue to refine and strengthen its governance practices in accordance with the evaluation recommendations to further enhance corporate governance effectiveness.
4.2 This Company believes that a sound and efficient board of directors is the foundation of good corporate governance. The Company has established an Audit Committee and a Remuneration Committee under this principle, and each is composed of four independent directors. To strengthen the sustainability vision and corporate social responsibility (CSR), the Corporate Sustainability Development Committee, comprised of 5 directors (including 4 independent directors), was established under the Board of Directors in 2021. It aims to strengthen the Company's management functions and is committed to implementing CSR and sustainable management. Its functional committees are designed to assist the board of directors in performing their supervisory duties. Every time the independent directors attend the Board of Directors meetings in person, and major board of directors' proposals shall be disclosed to the Market Observation Post System for public access according to regulations.
2.3.2 Operation of the Audit Committee
The Company's Audit Committee consists of four independent directors and is responsible for assisting the Board of Directors in overseeing the quality and integrity of the Company's accounting, auditing, financial reporting processes, and financial controls.
The Audit Committee held five meetings in 2025. The matters reviewed are summarized as follows:
- Review of Financial Reports
The Board of Directors prepared the Company's 2024 Business Report, financial statements, and earnings distribution proposal. The financial statements were audited by Deloitte & Touche and an independent auditors' report was issued. The aforementioned Business Report, financial statements, and earnings distribution proposal were reviewed by the Audit Committee, which concluded that no material misstatements or inconsistencies were identified.
- Evaluation of the Effectiveness of Internal Control Systems
The Audit Committee evaluated the effectiveness of the Company's internal control policies and procedures, including controls related to finance, operations, risk management, information security, outsourcing, and regulatory compliance. The Committee also reviewed periodic reports from the internal audit department, external auditors, and management, including matters related to regulatory compliance. The Audit Committee concluded that the Company's internal control system is effective and that appropriate control mechanisms have been implemented.
- Appointment of Independent Auditors
The Audit Committee is responsible for overseeing the independence of the external auditors to ensure the fairness of the financial statements. In principle, except for tax-related services or specifically approved items, the external auditors are prohibited from providing other services to the Company. Any significant services provided by the external auditors must be approved by the Audit Committee. To ensure the independence of the external auditors, the Audit Committee has established an independence evaluation framework in accordance with Article 47 of the Certified Public Accountant Act and the Code of Professional Ethics No. 10, "Integrity, Objectivity, and Independence." The evaluation covers the auditors' independence, professionalism, and suitability, including whether they have related-party relationships with the Company or any business or financial interests. On March 4, 2026, the 13th meeting of the 6th Audit Committee and the 15th meeting of the 8th Board of Directors reviewed and approved that Mr. Chen Pei-Te and Ms. Liu Yi-Ching of Deloitte & Touche meet the independence criteria and are qualified to serve as the Company's independent auditors for financial and tax attestation services.
30
The number of audit committee meetings held in the most recent fiscal year was: five times, the attendance by the independent directors was as follows:
| Title | Name | No. of meetings attended in person | No. of meetings attended by proxy | In-person attendance rate (%) | Remarks |
|---|---|---|---|---|---|
| Independent Directors Convener | Kun-Cheng Chao | 5 | 0 | 100 | |
| Independent Directors | Tony Tsao | 5 | 0 | 100 | |
| Independent Directors | Michael Chiang | 5 | 0 | 100 | |
| Independent Directors | Hsing-Wei Chao | 5 | 0 | 100 | |
| Other information required to be disclosed: | |||||
| 1. If any of the following circumstances exists, specify the audit committee meeting date, meeting session number, content of the motion(s), the content of any dissenting or qualified opinion or significant recommendation of the independent directors, the outcomes of audit committee resolutions, and the measures taken by the Company based on the opinions of the audit committee: | |||||
| 1.1 Any matter under Article 14-5 of the Securities and Exchange Act: | |||||
| Board Meeting | Subject Matter and follow-up processing | Matters referred to in Article 14-5 of the Securities and Exchange Act | matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors | ||
| Mar. 5,2025 | 1. Approval of Internal Control System Statement of 2024 | ||||
| 2. Approval of the parent-company-only and consolidated financial statements of 2024 | |||||
| 3. Approval of the proposal for extending the credit line granted by Cathay United Bank | |||||
| 4. Approval of the CPA's auditing of the 2025 compensation proposal | Yes | No | |||
| Resolution of the Audit Committee: The Audit Committee passed the motion without objection. | |||||
| The Company's response to the Audit Committee's opinion: All directors presents pass the motion without objection | |||||
| May. 7,2025 | 1. Approval of consolidated financial statements of 2025Q1 | Yes | No | ||
| Minutes of Audit Committee: All attendees of Independent Directors have no Objection. | |||||
| The Company reaction base on the opinion of Audit Committee: All attendees of Directors have no objection. | |||||
| Aug. 6,2025 | 1. Approval of consolidated financial statements of 2025Q2 | ||||
| 2. Approval of the proposal for acquisition of securities | |||||
| 3. Approval of the proposal for extending the credit line granted by CTBC and E.SUN bank | Yes | No | |||
| Minutes of Audit Committee: All attendees of Independent Directors have no objection. | |||||
| The Company reaction base on the opinion of Audit Committee: All attendees of Directors have no objection. | |||||
| Nov. 7,2025 | 1. Approval of consolidated financial statements of 2025Q3 | Yes | No | ||
| Minutes of Audit Committee: All attendees of Independent Directors have no Objection. | |||||
| The Company reaction base on the opinion of Audit Committee: All attendees of Directors have no objection | |||||
| 1.2 Implementation of recusals of independent directors with respect to any motions with which they may have a conflict of interest: specify the independent director's name, the content of the motion, the cause for recusal, and whether and how the independent director voted: None. | |||||
| 2. If there are independent directors' avoidance of motions in conflict of interest, the directors' names, contents of motion, causes for avoidance and voting should be specified: |
32
2.1 January 16,2025 of Board Meeting
2.1.1 Approval of the proposal for 2025 directors' compensation structure.
Resolutions: Except for directors Kun-Cheng Chao, An-Bang Tsao, Yu-Tsung Chien and Hsing-Wei Chao avoidance of motions in conflict of interest, the motion was passed without objection by the rest of directors present.
- Communication between the independent directors and the chief internal audit officer and the CPAs that serve as external auditor (including any significant matters communicated about with respect to the state of the company's finances and business and the method(s) and outcomes of the communication.):
3.1 The audit supervisor and accountant may contact the independent directors as needed, and the communication is good.
3.2 In addition to submitting the audit report to the independent directors by email every month, the Company's internal audit opinions shall be recorded at least every quarter. The implementation status, internal control operation, internal operation matters, major internal and external audit opinions, and their improvement status shall be reported to the independent directors and CPA at a separate meeting each year. The audit report results and their tracking report implementation status shall be communicated with the committee members. If major violations are discovered, or the Company is likely to suffer major damage, a report shall be made immediately, and each independent director shall be notified.
3.3 A CPA shall participate in the Audit Committee at least once a year and report the financial status of the Company, the financial and overall operation of subsidiaries at home and abroad, and the internal control review results to the independent directors at a separate meeting. The CPA must also share whether there is any significant entry adjustment or law amendments that may affect accounting.
Communication between Independent Directors, External Auditors, and the Head of Internal Audit
| Date | Attendees | Key Discussion Points | Implementation Results |
|---|---|---|---|
| Jan.16, 2025 | Audit Committee; Independent Directors: Michael Chiang, Tony Tsao, Kun-Cheng Chao, Hsing-Wei Chao | ||
| Attendee: Head of Internal Audit, Cindy Chen | 1. Report on the execution results of internal audit activities for Q4 2024 | Approved as proposed | |
| Mar. 5, 2025 | Audit Committee; Independent Directors: Michael Chiang, Tony Tsao, Kun-Cheng Chao, Hsing-Wei Chao | ||
| External Auditor: Chen Pei-Te | |||
| Attendee: Head of Internal Audit, Cindy Chen | 1. Report on the execution results of internal audit activities for Jan.-Feb. 2025. | ||
| 2. Discussion on the self-assessment results of the 2024 internal control system; no material deficiencies were identified, and an “Internal Control Statement” confirming the effectiveness of the design and implementation was issued. | |||
| 3. The external auditor reported on the 2024 financial results and performance, and provided explanations on key audit matters and recent tax regulations. | |||
| 4. Discussion and communication regarding questions raised by attendees. | |||
| 5. Report on the Company's periodic evaluation of the independence of the external auditors. | Approved as proposed | ||
| May 7, 2025 | Audit Committee; Independent Directors: Michael Chiang, Tony Tsao, Kun-Cheng Chao, Hsing-Wei Chao | ||
| Attendee: Head of Internal Audit, Cindy Chen | 1. Report on the execution results of internal audit activities for Mar.-Apr. 2025. | Approved as proposed |
2.3.3 Corporate Governance – Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Evaluation item | Implementation Status | Deviations from the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? | V | The Company insists on operating transparency, pays attention to shareholders' rights, and believes that a sound and efficient board of directors is the foundation of good corporate governance. The Company has established an Audit Committee and a Remuneration Committee under this principle and referenced the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” to establish the “Code of Practice on Corporate Governance,” which was approved by the Board of Directors Resolution on 2015.02.26. Please refer to pages 28~82 of this annual report for the Company's corporate governance operations. | ||
| 2. Shareholding Structure and Shareholders' Rights | ||||
| (1) Does the Company have Internal Operation Procedures for handling shareholders' suggestions, concerns, disputes and litigation matters. If yes, have these procedures been implemented accordingly? | V | (1) To ensure the rights and interests of shareholders, the Company has established a statement system where the spokesperson handles the shareholders' suggestions, doubts, and disputes. | ||
| (2) Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders? | V | (2) The Company has kept track of the main shareholders and their final list based on the shareholder register provided by the stock agency. | ||
| (3) Has the Company built and implemented a risk management system and a firewall between the Company and its affiliates? | V | (3) The Company has established appropriate risk management mechanisms and firewalls according to the Transaction Procedures between Group Enterprises and Related Parties, Group Loan and Endorsement Guarantee, Processing Procedures for Asset Acquisition or Disposal, or other relevant internal | ||
| information system. |
| Evaluation item | Implementation Status | Deviations from the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Has the Company established internal rules prohibiting insider trading of securities based on undisclosed information? | V | measures. | ||
| (4) The Company has established the “Insider Trading Prevention Management Method,” stipulating that directors, managers, and employees shall not disclose any internal material information to others. | ||||
| 3. Composition and responsibilities of the board of directors | ||||
| (1) Have a diversity policy and specific management objectives been adopted for the board and have they been fully implemented? | ||||
| (2) Has the Company voluntarily established other functional committees in addition to the remuneration committee and the audit committee? | V | (1) For the Company’s diversity implementation status, please refer to the Company’s official website and pages 15~17 of this annual report. | ||
| (2) According to the law, the company has established a Remuneration Committee and an Audit Committee. These committees are composed of all independent directors. In November 2021, a Corporate Sustainability Development Committee composed of the President and 4 independent directors was established. It shall report the implementation results and future work plans to the Board of Directors at least twice a year. The operation | No discrepancy |
| Evaluation item | Implementation Status | Deviations from the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Has the Company established rules and methodology for evaluating the performance of its Board of Directors, implemented the performance evaluations on an annual basis, and submitted the results of performance evaluations to the board of directors and used them as reference in determining salary/compensation for individual directors and their nomination and additional office terms? | ||||
| (4) Does the Company regularly evaluate its external auditors’ independence? | V | status for 2025 is detailed in Note 1. Various other functional committees will be established in the future according to needs. | ||
| (3) The Company has formulated the performance evaluation measures and methods for the Board of Directors and conducted a performance evaluation yearly. Please refer to page 30 of this annual report for this year’s performance evaluation of the Board of Directors. |
(4) The Company's Finance Department has evaluated the independence and suitability of the CPA annually according to the evaluation mechanism formulated by code No. 10 of the ROC Certified Public Accountants Code of Ethics. In addition to requesting the CPA to provide the “Declaration of Independence Letter,” and "AQIs stands for Audit Quality Indicators" the assessment shall be made according to the standard stipulated in Note 2 and 13 AQI indicators to verify that the CPA and the Company have no other financial interests and business relationship except for the expenses for certification or fiscal and tax cases. After confirming that the CPA's family members also meet the independence requirements, based on the AQI indicator information, the accountant and firm have confirmed that their experience in auditing and training hours are above industry average. In addition, they will continue to introduce audit innovation tools to improve audit quality the evaluation results shall be reported to the Audit Committee and the Board of Directors. The latest evaluation was reviewed and passed by the Audit Committee on March 5, 2025, and approved and resolved by the Board of Directors on March 5, 2025. This year's CPA has met the independent assessment criteria and is qualified to serve as the CPA of the Company. | |
| Evaluation item | Implementation Status | Deviations from the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 4. Does the TWSE/TPEx listed company have in place an adequate number of qualified corporate governance officers and has it appointed a chief corporate governance officer with responsibility corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? | V | On April 28, 2022, the Company passed a Board of Directors resolution to appoint a Vice President of finance division to serve as the corporate governance officer for this Company. The primary responsibilities of this position include assisting with pertinent matters such as holding Board of Directors, Audit Committee, Remuneration Committee, or shareholders' meetings in a legally compliant manner; managing director appointments and continuing with education-related issues (Note 3); giving directors the information they need to carry out their duties; and assisting directors in complying laws and regulations.1.The Board of Directors shall be notified of the meeting agenda 7 days in advance, convene the meeting, and provide meeting materials. In case of conflicts of interest, provide notice in advance, and the minutes shall be completed within 20 days after the Board of Directors meeting.2.Each year, register the shareholders' meeting date according to the prescribed time limit; prepare and report the meeting notice, procedure manual, and minutes before the deadline; and register the changes after the articles of association amendment or director reelection.3.Each year, conduct internal performance evaluations on the overall operations as well as the individual members of the Board of Directors and the functional committees.4.Organize refresher courses for board members and assess the purchase of liability insurance for directors.5.Hold unscheduled communication meetings with CPAs, independent directors, auditors, and accounting executives to implement the internal audit and internal control system. For details, please refer to the Company's website for communication meetings. | No discrepancy | |
| 5. Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders section on its company website? Does the Company appropriately respond to stakeholders' questions and concerns on important | V | The Company has established a stakeholder area on its website at https://esg.aver.com/corporate-social-responsibility?lang=tw and set up full-time units and personnel to communicate smoothly with stakeholders, keep track of information, and maintain the legitimate and reasonable interests of the parties. | No discrepancy |
| Evaluation item | Implementation Status | Deviations from the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| corporate social responsibility issues? | ||||
| 6. Has the Company appointed a professional shareholder services agent to handle matters related to its shareholder meetings? | V | The Company has commissioned “SinoPac Securities Co., Ltd.” to handle the shareholders’ meeting-related matters for the Company. | No discrepancy | |
| 7. Information Disclosure | ||||
| (1) Has the Company established a corporate website to disclose information regarding its financials, business, and corporate governance status? |
(2) Does the Company use other information disclosure channels (e.g., maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)?
(3) Does the company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second, and third quarters as well as its operating statements for each month before the specified deadlines? | V | V | (1)The relevant Chinese and English versions of the Company’s product information, financial operation, corporate governance implementation, and the latest news are fully disclosed on the Company’s website (http://tw.aver.com).
(2)The Company has set up a company website to provide relevant information in both Chinese and English for reference by shareholders and stakeholders and assigned dedicated personnel to collect and disclose information. A public relations office is also in charge of maintaining communication channels with the media. Its goal is to promptly and appropriately disclose material information related to shareholders and stakeholders and execute the spokesperson system as a bridge for external communication.
(3)The Company’s 1st, 2nd, and 3rd quarter financial reports are announced and reported within the prescribed time limit, and a Company website has been established to disclose relevant information and monthly revenue. | No discrepancy |
| 8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk evaluation standards, the implementation of customer relations policies, and purchasing liability insurance for directors and supervisors)? | V | | (1)Implementation status for employee rights and care: Please refer to pages 118–126 of this annual report.
(2)Investor relations: The Company has held a shareholders' meeting annually according to the Company Act, given shareholders ample opportunities to ask questions or make proposals, and established a spokesperson system to deal with shareholders' suggestions, doubts, or disputes. The Company has handled relevant information announcements and declarations according to the competent authorities' regulations and immediately provided the various information that may | No discrepancy |
| Evaluation item | Implementation Status | Deviations from the Corporate Governance BestPractice Principles for TWSE/TPEx Listed Companies and the reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| affect investors' decision-making. (3) Rights of interested parties: The Company has maintained smooth communication channels with banks, employees, consumers, and suppliers; respected and safeguarded their legitimate rights and interests, and established a stakeholder zone and a spokesperson system to answer the stakeholders' relevant questions and suggestions regarding implementation status. The goal is to provide investors and stakeholders with transparent financial and business information. (4) Continual education status for directors: Please refer to page 40 of this annual report. (5) Implementation status for risk management policies, risk metrics, and customer policy: Please refer to pages 135~140 of this annual report. (6) The company's director liability insurance purchase status: The Company has purchased liability insurance for directors and submitted the annual report to the Board of Directors on the material contents of the liability insurance, such as the insurance amount, coverage, and premiums. | ||||
| 9. Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent fiscal year by the Corporate Governance Center, Taiwan Stock Exchange, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement: The Company attaches great importance to corporate governance and established a corporate governance structure and internal control system according to laws and regulations. The goal is to execute the implementation provisions to improve management performance, protect shareholders' rights and interests, and strengthen communication with stakeholders. According to the 2025 Corporate Governance Evaluation issued by the Corporate Governance Center, the Company ranks among the top 21%~35% of all listed companies. In addition to continuously enhancing the adequacy of information disclosure, the Company will also evaluate the feasibility of implementing improvement measures for the assessment items that were not scored, with reference to practical operational considerations. |
Note 1: Corporate Sustainability Development Committee implementation status.
The goal of the Company's Corporate Sustainability Development Committee is to strengthen management functions as well as implement CSR and sustainable management. Its responsibilities include:
(1) Formulate CSR and sustainable development directions and goals and formulate the relevant management policies and specific promotion plans.
(2) Promote and implement the Company's integrity and risk management-related operations.
(3) Track, review, and revise the Company's sustainable development implementation results.
(4) The committee shall handle other matters resolved by the Board of Directors.
Tenure of the 1st ESG Committee: June 7, 2023 to June 6, 2026. The committee convened 3 times in 2025, attendance are as follows:
| Title | Name | Attendance in Person | Professional Qualification | By Proxy | Attendance Rate (%) |
|---|---|---|---|---|---|
| Convener | Andy Hsi | 3 | Operations Management, Human Resources | - | 100 |
| Member (Independent Director) | Tony Tsao | 3 | Operations Management, Financial Accounting | - | 100 |
| Member (Independent Director) | Michael Chiang | 3 | Operations | - | 100 |
| Member (Independent Director) | Kun-Cheng Chao | 3 | Operations Management, Financial Accounting | - | 100 |
| Member (Independent Director) | Hsing-Wei Chao | 3 | Operations Law | - | 100 |
Note 2 : Items for assessment of the CPA's independence are shown below.
| Evaluation Items | Evaluation Result | Compliant with Independence? |
|---|---|---|
| 1. Does the CPA have a direct or significant/ indirect relations with the Company in financial interests? | No | Yes |
| 2. Does the CPA have financing or guarantee with the Company or its directors? | No | Yes |
| 3. Does the CPA has a close business relationship and potential employment relationship with the company | No | Yes |
| 4. Does the CPA or members of the audit team hold the posts in the Company, such as the director, supervisor and officer or occupied a key position with significant influence on the auditing process? | No | Yes |
| 5. Does the CPA offer non-audit service which could impact the auditing process for the Company? | No | Yes |
| 6. Does the CPA act as a broker for the shares or other securities issued by the Company? | No | Yes |
| 7. Does the CPA act as the Company's defense attorney or represent the Company to negotiate with any third party over any dispute? | No | Yes |
| 8. Does the CPA have kinship with the Company's director, supervisors, or officers or any post with significantly on the auditing work? | No | Yes |
Training of Directors
| Title | Name | Date | Organizer | Course name | Hours |
|---|---|---|---|---|---|
| Director | Michael Kuo | 2025.06.03 | Securities and Futures Institute | Directors, Supervisors and Corporate Governance Officers Training Series — Recent Case Studies on Corporate Control Disputes | 3 |
| 2025.08.12 | Taiwan Academy of Banking and Finance | Corporate Governance Forum (No. 234) — Planning and Application of Family Trusts | 3 | ||
| Director | Andy Hsi | 2025.06.18 | Greater China Financial and Economic Development Association | Directors, Supervisors and Corporate Governance Officers Continuing Education Program — Trump Tariffs 2.0: Developments and Impact Assessment | 3 |
| 2025.11.14 | Taiwan Corporate Governance Association | Digital Finance Transformation: Principles of Stablecoins and Trends in Blockchain-Based Virtual Assets | 3 | ||
| Director | Jesse Lin | 2025.06.26 | Accounting Research and Development Foundation | Continuing Professional Education Program for Chief Accounting Officers of Issuers, Securities Firms and Stock Exchanges | 12 |
| 2025.06.27 | |||||
| Director | Robert Lin | 2025.07.09 | Taiwan Corporate Governance Association | 2025 Cathay Sustainable Finance and Climate Change Summit | 6 |
| Independent Director | Tony Tsao | 2025.04.18 | Taiwan Corporate Governance Association | Corporate Innovation and Growth and Angel Investment | 3 |
| 2025.07.16 | Sustainability Promotion Seminar – Taipei Session | 3 | |||
| Independent Director | Michael Chiang | 2025.07.23 | Greater China Financial and Economic Development Association | Directors, Supervisors and Corporate Governance Officers Continuing Education Program — The Future of Stablecoins and the U.S. Dollar | 3 |
| 2025.11.17 | Digital Transformation and AI Applications | 3 | |||
| Independent Director | Kun-Cheng Chao | 2025.09.11 | Greater China Financial and Economic Development Association | Future Trends and Opportunities in Sustainable Finance under Net-Zero Initiatives | 3 |
| 2025.09.17 | Restructuring Trends of Taiwanese Businesses’ Supply Chains in China and Common Challenges | 3 | |||
| Independent Director | Hsing-Wei Chao | 2025.11.12 | Taiwan Corporate Governance Association | Sustainability, Risk and Cybersecurity Issues in the AI Era | 3 |
| Strategies for Taiwanese Businesses in Response to Changes in China’s Economy | 3 |
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2.3.4 Composition, Responsibilities and Operations of the Compensation Committee
The Company established a Remuneration Committee on December 20, 2011, pursuant to a resolution passed at the 10th meeting of the 3rd Board of Directors, and adopted the “Remuneration Committee Charter.” The Committee, acting in a professional and objective capacity, is responsible for evaluating the compensation policies and systems for directors and managerial officers, as well as formulating and periodically reviewing policies, systems, standards, and structures for performance evaluation and remuneration. The Committee is composed entirely of independent directors. It convenes at least twice a year and may hold additional meetings as necessary. The Committee submits its recommendations to the Board of Directors for reference in decision-making.
The primary responsibilities of the Remuneration Committee are as follows:
- To formulate and periodically review the policies, systems, standards, and structures for the performance evaluation and remuneration of directors and managerial officers
- To periodically evaluate the reasonableness of the remuneration of directors and managerial officers
2.3.4.1 Information on Remuneration Committee Members
December 31,2025
| Qualifications | Professional Qualification and Experience | Independence analysis | Number of other public companies at which the person concurrently serves as remuneration committee member | |
|---|---|---|---|---|
| Name | ||||
| Independent Director (Convener) | Michael Chiang | 1. Professional Qualification and Experience, please refer to “2.1.1 Information Regarding Board Members” on pages 6~15 of this Annual. | All the Compensation Committee members meet any of the following situations: 1. Satisfy the requirements of Article 14-2 of “Securities and Exchange Act” and “Regulations Governing Appointment of Independent Directors and Compliance. Matters for Public Companies” issued by Taiwan’s Securities and Futures Bureau. 2. Neither I, my spouse, nor any relative within the second degree of kinship serves as a director, supervisor, or employee of the Company or its affiliated enterprises. 3. I do not serve as a director, supervisor, or employee of any company having a specific relationship with the Company, as defined under Subparagraphs 5 to 8, Paragraph 1, Article 3 of the Regulations Governing | 0 |
| Independent Director | Tony Tsao | 1 | ||
| Independent Director | Kun-Cheng Chao | 0 |
42
| Independent Director | Hsing-Wei Chao | | Appointment of Independent Directors and Compliance Matters for Public Companies.
4. Neither I, my spouse, nor my minor children, nor any person holding shares on our behalf, holds more than 1% of the Company’s total issued shares or ranks among the top ten natural person shareholders.
5. Received no compensation or benefits for providing commercial, legal, financial, accounting services or consultation to the Company or to any its affiliates within the preceding two years, and the service provided is either an “audit service” or a “non-audit service”. | 1 |
| --- | --- | --- | --- | --- |
2.3.4.2 Operation of the Remuneration Committee
(1) The Company’s remuneration committee has a total of 4 members.
(2) The term of the current members is from June 7, 2023 to June 6, 2026. The number of remuneration committee meetings held in the most recent fiscal year was: 4 times. The attendance by the members was as follows:
| Title | Name | No. of meetings attended in person | No. of meetings attended by proxy | In-person attendance rate (%) | Remarks |
|---|---|---|---|---|---|
| Convener | Michael Chiang | 4 | — | 100 | |
| Member | Tony Tsao | 4 | — | 100 | |
| Member | Kun-Cheng Chao | 4 | — | 100 | |
| Member | Hsing-Wei Chao | 4 | — | 100 | |
| Other information required to be disclosed: | |||||
| 1. If the board of directors does not accept, or amends, any recommendation of the remuneration committee, specify the board meeting date, meeting session number, content of the recommendation(s), the outcome of the resolution(s) of the board of directors, and the measures taken by the Company with respect to the opinions given by of the remuneration committee (e.g., if the salary/compensation approved by the board is higher than the recommendation of the remuneration committee, specify the difference(s) and the reasons). : None. | |||||
| 2. With respect to any matter for resolution by the remuneration committee, if there is any dissenting or qualified opinion of a committee member that is on record or stated in writing, specify the remuneration committee meeting date, meeting session number, content of the motion, the opinions of all members, and the measures taken by the Company with respect to the members’ opinion.: None. | |||||
| 3. The latest annual Remuneration Committee meeting information : | |||||
| Date | Proposal Contents and follow-up processing | Resolutions | Response to the Opinions of Members | ||
| 2025.01.16 | 1. Approval of the result of 2024 manager’s salary structure | The Compensation Committee members unanimously consented to passing the motion | The motion was submitted to the board; all the attending directors unanimously consented to passing the motion | ||
| 2. Approval of the proposal of 2024 managers’ special bonus | |||||
| 3. Approval of the proposal for 2025 manager salary structure | |||||
| 4. Approval of the proposal for 2025 directors’ compensation structure | |||||
| 2025.03.05 | 1. Approval of the proposal for 2024 directors’ compensation | The Compensation Committee members unanimously consented to passing the motion | The motion was submitted to the board; all the attending directors unanimously consented to passing the motion | ||
| 2. Approval of the proposal for 2025 managers’ salary adjustment | |||||
| 2025.05.07 | 1. Approval of the proposal for managers’ other bonus | The Compensation Committee members unanimously consented | The motion was submitted to the board; all the |
| 2.Approval of the proposal for 2024 managers’ compensation | to passing the motion | attending directors unanimously consented to passing the motion | |
|---|---|---|---|
| 2025.08.06 | 1. Approval of the proposal for new president’s salary structure | The Compensation Committee members unanimously consented to passing the motion | The motion was submitted to the board; all the attending directors unanimously consented to passing the motion |
43
2.3.4.3 Information on Members and the Operation of the Nomination Committee
The Company established the “Nomination Committee Charter” in November 2025. The Committee shall consist of no fewer than three members, with more than half of the members being independent directors. The Committee’s primary responsibilities are as follows:
- To formulate and periodically review the composition, qualification criteria, and succession planning for directors and managerial officers.
- To identify and review qualified candidates for directors and managerial officers, assess the independence of independent directors, and submit recommendations of candidates to the Board of Directors
- To formulate and review the structure, responsibilities, and operations of the Board’s committees, and to examine the qualifications and potential conflicts of interest of committee members
- To perform any other matters resolved by the Board of Directors to be handled by the Committee
(1) The Company’s nomination committee has a total of three members.
(2) The term of the current members is from November 7, 2025 to June 6, 2026. The number of nomination committee meetings held in the most recent fiscal year was: 1 time. The professional qualifications and experience and meeting attendance record of the members and matters discussed by the committee are as follows:
| Title | Name | Professional qualifications and experience | No. of meetings attended in person | No. of meetings attended by proxy | In-person attendance rate (%) | Remarks |
|---|---|---|---|---|---|---|
| Convener | Tony Tsao | Professional Qualification and Experience, please refer to “2.1.1 Information Regarding Board Members” on pages 6~15 of this Annual. | 1 | — | 100 | |
| Member | Michael Kuo | 1 | — | 100 | ||
| Member | Michael Chiang | 1 | — | 100 |
Other information required to be disclosed:
For any major motion put before the nomination committee, specify the meeting date, meeting session number, content of the motion, content of recommendations or dissenting opinions of the nomination committee members, the outcome of the resolution of the nomination committee, and the measures taken by the Company with respect to the nomination committee members’ opinions.
| Date | Proposal Contents and follow-up processing | Resolutions | Response to the Opinions of Members |
|---|---|---|---|
| 2025.11.11 | 1. Approval of the appointment of the convener and meeting chair of the Nomination Committee | Mr. Kuo Chung-Sung nominated Mr. Tsao An-Pang as convener and meeting chair, and the motion was passed without objection by all members present | The matter was reported to the Board of Directors by the Chair of the Nomination Committee. |
2.3.5 Promotion of Sustainable Development – Implementation Status and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons:
| Item | Implementation Status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? | V | 1. To fulfill the Company’s vision and mission for sustainable development, the Board of Directors established the “Corporate Sustainability Development Committee” in November 2021 as the Company's highest-level sustainable development decision-making center. This committee comprises 5 directors from different fields (including 4 independent directors). Its mission is to review the Company's core operating capabilities and formulate medium- and long-term sustainable development plans. | ||
| 2. The Company’s internal ESG executive team is a vertical and horizontal cross-departmental communication platform. The team’s mission is to hold ESG meetings and implement tasks according to the topic set, identify sustainable issues that are relevant to the Company's operations and stakeholders' concerns, formulate corresponding strategies and work policies, prepare relevant budgets, plan and implement annual plans, and track the implementation results to ensure that the sustainable development strategy is fully implemented according to the Company's operations. | ||||
| 3. The chairperson of the “Corporate Sustainability Development Committee” shall report the sustainable development implementation results and future work plans to the Board of Directors every 6 months. The content should include: (1) The identified sustainable issues that require attention and the countermeasures to deal with them. | ||||
| (2) Goals related to Sustainability Related Issues and policy revisions. | ||||
| (3) Supervise the implementation of sustainable operation-related topics and evaluate the execution status. | ||||
| A total of 3 meetings were held in 2025. | ||||
| The Board of Directors regularly reviews the management team's reports (including ESG reports) and proposes Company strategies. It also evaluates strategic feasibilities, reviews strategy progresses, and | No discrepancy |
45
| Item | Implementation Status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | ||
| Yes | No | Summary description | ||
| prompts the management team to make adjustments when necessary. | ||||
| 2. Does the company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the company's operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? | V | 1. This disclosure information covers the Company's sustainable development performance on its main bases from January 2025 to December 2025. The risk assessment boundary is mainly based on the head office and includes the Tainan R&D Center. The Asian, American, and European branches/subsidiaries are also included according to their relevance to the core operations and the degree of impact on major topics. 2. The ESG team shall conduct a sustainability report analysis based on the principle of materiality and communicate with internal and external stakeholders. The team also reviews domestic and foreign research reports and literature and integrates the evaluation data of the various departments and subsidiaries to assess material ESG issues. Its goal is to formulate risk management policies for effective identification, measurement, assessment, monitoring, and control; and adopt specific action plans to reduce the impacts of related risks. 3. The relevant risk management strategies were formulated based on the risks assessed (Note 1). | No discrepancy | |
| 3. Environmental Issues (1) Has the Company set an Environmental management system designed to industry characteristics? | V | (1) The Company designates its Taiwan headquarters as the organizational boundary for certification and has established and implemented an environmental management system (EMS) in accordance with ISO 14001, which remains valid as of the publication date of this Annual Report and is subject to ongoing third-party certification. The EMS is operated based on the Plan-Do-Check-Act (PDCA) framework, under which environmental policies, objectives, | No discrepancy | |
| and the ESG's role in the development of the EMS. The Company is responsible for the development of the EMS in the following areas: 1. Environmental management systems are designed to provide technical and technical support for the EMS. 2. Environmental management systems are designed to provide technical support for the EMS. 3. Environmental management systems are designed to provide technical support for the EMS. 4. Environmental management systems are designed to provide technical support for the EMS. 5. Environmental management systems are designed to provide technical support for the EMS. 6. Environmental management systems are designed to provide technical support for the EMS. 7. Environmental management systems are designed to provide technical support for the EMS. 8. Environmental management systems are designed to provide technical support for the EMS. 9. Environmental management systems are designed to provide technical support for the EMS. 10. Environmental management systems are designed to provide technical support for the EMS. 11. Environmental management systems are designed to provide technical support for the EMS. 12. Environmental management systems are designed to provide technical support for the EMS. 13. Environmental management systems are designed to provide technical support for the EMS. 14. Environmental management systems are designed to provide technical support for the EMS. 15. Environmental management systems are designed to provide technical support for the EMS. 16. Environmental management systems are designed to provide technical support for the EMS. 17. Environmental management systems are designed to provide technical support for the EMS. 18. Environmental management systems are designed to provide technical support for the EMS. 19. Environmental management systems are designed to provide technical support for the EMS. 20. Environmental management systems are designed to provide technical support for the EMS. 21. Environmental management systems are designed to provide technical support for the EMS. 22. Environmental management systems are designed to provide technical support for the EMS. 23. Environmental management systems are designed to provide technical support for the EMS. 24. Environmental management systems are designed to provide technical support for the EMS. 25. Environmental management systems are designed to provide technical support for the EMS. 26. Environmental management systems are designed to provide technical support for the EMS. 27. Environmental management systems are designed to provide technical support for the EMS. 28. Environmental management systems are designed to provide technical support for the EMS. 29. Environmental management systems are designed to provide technical support for the EMS. 30. Environmental management systems are designed to provide technical support for the EMS. 31. Environmental management systems are designed to provide technical support for the EMS. 32. Environmental management systems are designed to provide technical support for the EMS. 33. Environmental management systems are designed to provide technical support for the EMS. 34. Environmental management systems are designed to provide technical support for the EMS. 35. Environmental management systems are designed to provide technical support for the EMS. 36. Environmental management systems are designed to provide technical support for the EMS. 37. Environmental management systems are designed to provide technical support for the EMS. 38. Environmental management systems are designed to provide technical support for the EMS. 39. Environmental management systems are designed to provide technical support for the EMS. 40. Environmental management systems are designed to provide technical support for the EMS. 41. Environmental management systems are designed to provide technical support for the EMS. 42. Environmental management systems are designed to provide technical support for the EMS. 43. Environmental management systems are designed to provide technical support for the EMS. 44. Environmental management systems are designed to provide technical support for the EMS. 45. Environmental management systems are designed to provide technical support for the EMS. 46. Environmental management systems are designed to provide technical support for the EMS. 47. Environmental management systems are designed to provide technical support for the EMS. 48. Environmental management systems are designed to provide technical support for the EMS. 49. Environmental management systems are designed to provide technical support for the EMS. 50. Environmental management systems are designed to provide technical support for the EMS. 51. Environmental management systems are designed to provide technical support for the EMS. 52. Environmental management systems are designed to provide technical support for the EMS. 53. Environmental management systems are designed to provide technical support for the EMS. 54. Environmental management systems are designed to provide technical support for the EMS. 55. Environmental management systems are designed to provide technical support for the EMS. 56. Environmental management systems are designed to provide technical support for the EMS. 57. Environmental management system are designed to provide technical support for the EMS. 58. Environmental management system are designed to provide technical support for the EMS. 59. Environmental management system are designed to provide technical support for the EMS. 60. Environmental management system are designed to provide technical support for the EMS. 61. Environmental management system are designed to provide technical support for the EMS. 62. Environmental management system are designed to provide technical support for the EMS. 63. Environmental management system are designed to provide technical support for the EMS. 64. Environmental management system are designed to provide technical support for the EMS. 65. Environmental management system are designed to provide technical support for the EMS. 66. Environmental management system are designed to provide technical support for the EMS. 67. Environmental management system are designed to provide technical support for the EMS. 68. Environmental management system are designed to provide technical support for the EMS. 69. Environmental management system are designed to provide technical support for the EMS. 70. Environmental management system are designed to provide technical support for the EMS. 71. Environmental management system are designed to provide technical support for the EMS. 72. Environmental management system are designed to provide technical support for the EMS. 73. Environmental management system are designed to provide technical support for the EMS. 74. Environmental management system are designed to provide technical support for the EMS. 75. Environmental management system are designed to provide technical support for the EMS. 76. Environmental management system are designed to provide technical support for the EMS. 77. Environmental management system are designed to provide technical support for the EMS. 78. Environmental management system are designed to provide technical support for the EMS. 79. Environmental management system are designed to provide technical support for the EMS. 80. Environmental management system are designed to provide technical support for the EMS. 81. Environmental management system are designed to provide technical support for the EMS. 82. Environmental management system are designed to provide technical support for the EMS. 83. Environmental management system are designed to provide technical support for the EMS. 84. Environmental management system are designed to provide technical support for the EMS. 85. Environmental management system are designed to provide technical support for the EMS. 86. Environmental management system are designed to provide technical support for the EMS. 87. Environmental management system are designed to provide technical support for the EMS. 88. Environmental management system are designed to provide technical support for the EMS. 89. Environmental management system are designed to provide technical support for the EMS. 90. Environmental management system are designed to provide technical support for the EMS. 91. Environmental management system are designed to provide technical support for the EMS. 92. Environmental management system are designed to provide technical support for the EMS. 93. Environmental management system are designed to provide technical support for the EMS. 94. Environmental management system are designed to provide technical support for the EMS. 95. Environmental management system are designed to provide technical support for the EMS. 96. Environmental management system are designed to provide technical support for the EMS. 97. Environmental management system are designed to provide technical support for the EMS. 98. Environmental management system are designed to provide technical support for the EMS. 99. Environmental management system are designed to provide technical support for the EMS. 100. --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | (2) Does the Company endeavor to use energy more efficiently and to use renewable materials with low environmental impact? | V | | and management programs are systematically planned, implemented, monitored, and reviewed. Periodic internal audits and management reviews are conducted to verify the effectiveness and adequacy of the system and to ensure continual improvement. With respect to regulatory compliance, the Company conducts its operations in accordance with applicable environmental laws and regulations in Taiwan, including, but not limited to, the Air Pollution Control Act, Water Pollution Control Act, and Waste Disposal Act. The Company has established formal procedures for legal and other requirements identification, as well as compliance obligation evaluation, to ensure that its operations remain in full compliance with the requirements of the competent authorities. Furthermore, the Company conducts an annual greenhouse gas (GHG) inventory for its Taiwan headquarters in accordance with ISO 14064-1:2018, covering direct emissions (Scope 1) and energy indirect emissions (Scope 2), with rogressive inclusion of other indirect emissions (Scope 3) where applicable. The GHG inventory for the reporting year 2022 continued to pass third-party verification in accordance with ISO 14064-1:2018 since 2022, thereby ensuring the accuracy and reliability of the inventory results. The performance of environmental management and GHG reduction initiatives is regularly monitored, measured, and reviewed. Relevant information is disclosed in the Company’s Sustainability Report and on its official website to enhance transparency and address stakeholder expectations. (2) The Company actively promotes various energy reduction measures and adopts high energy-efficiency equipment and energy-saving designs to reduce energy consumption in corporate operations and throughout the product life cycle. | | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | Through process optimization and energy management mechanisms, the Company continues to improve energy utilization efficiency. At the same time, the Company plans to gradually introduce renewable energy generation equipment and evaluate the procurement of green electricity to optimize its energy structure and increase the proportion of renewable energy usage. The Company has established energy management and greenhouse gas reduction targets and continuously monitors implementation progress. Electricity consumption over the past three years was 3,986,000 kWh in 2023, 3,965,600 kWh in 2024, and 4,076,400 kWh in 2025. Electricity consumption in 2025 increased by approximately 2.79% compared to 2024; however, fluctuations in electricity usage were still affected by operational scale and production scheduling. By continuously implementing energy-saving measures and energy management mechanisms, the Company effectively controls energy efficiency and reduces unnecessary energy waste. Through various energy-saving improvement initiatives in 2025, annual electricity savings reached 41,924 kWh, demonstrating gradual improvements in energy utilization efficiency. In terms of target management, the Company has adopted 2024 as the baseline year and set a target to reduce annual energy consumption by 1%. The Company also continues to ensure that all production and operational activities comply with local environmental, safety, and health-related regulations. The Company will continue to deepen energy-saving designs and process improvements to further enhance energy efficiency. In addition, the Company plans to gradually increase the proportion of renewable energy usage through the installation of renewable energy equipment and the procurement of green electricity, thereby | | 48 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | (3) Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? | V | | continuously strengthening carbon reduction performance. Overall, through systematic energy management and continuous improvement mechanisms, the Company has gradually achieved phased energy-saving results and will continue to refine relevant measures in the future to further improve energy efficiency and reduce the environmental impact of operations. The raw materials used by the Company comply with the EU RoHS and REACH regulations. The manufacturing process aims to reduce pollution, while recyclable packaging materials are prioritized and designed to comply with product regulatory requirements in various countries, such as ErP and Energy Star standards, in order to minimize environmental impact. In green manufacturing practices, the Company seeks to reduce unnecessary resource waste, develop waste reduction and recycling technologies, and collaborate across the value chain to promote packaging recycling and reuse. In product development, the Company also conducts testing and application of low-energy-consumption and recycled materials with lower environmental impact. (3) The Corporate Sustainability Development Committee is the Company’s highest climate change management organization. The CEO chairs it, and its missions are to review the Company’s climate change strategy and goals, manage climate change risks and opportunities, review the implementation status and discuss future plans, and report the results to the board of directors every year. The Company has also identified feasible opportunities and developed countermeasures to reduce the risk factors. The Company has developed green operations, energy management, carbon information disclosure, and other related projects in terms of climate change | | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | (4) Did the company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other wastes? | V | | mitigation. The Company has implemented measures to strengthen the basic countermeasures and build sustainable operation capabilities regarding climate change adaptation. Showcase the development and promotion of video conference and distance teaching solutions to improve human communication and learning, reduce traffic mileage and carbon emissions, and mitigate climate change impacts. A detailed description of the Company's climate change risk and opportunity analysis has been disclosed in the Company's Sustainability Report, pages 67~68 of this annual report (Note 2), and the Company's official website. (https://esg.aver.com/csr-report?lang=tw) (4) The Company is committed to fulfilling its responsibilities as a corporate citizen and continuously conducts statistical analysis and establishes improvement policies in areas such as energy conservation and carbon reduction, water usage reduction, and waste management. The scope of environmental data covers the Taiwan headquarters, while the greenhouse gas (GHG) inventory scope further extends to both the Taiwan headquarters and overseas subsidiaries. To ensure the completeness and accuracy of the data, the Company applies a reasonable assurance level in accordance with ISO 14064 and the AA1000AS standard for its greenhouse gas emissions. An independent third-party verification body is engaged annually to verify GHG emissions, water consumption, and waste generation. Relevant information and verification statements are disclosed on pages 68~71 of this Annual Report and on the Company’s official website. 1 Greenhouse Gas Emissions The Company has implemented specific greenhouse gas (GHG) emission reduction measures, including energy-efficient product design, the use of environmentally | | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | friendly materials, and an increased proportion of green procurement. In addition, energy-saving initiatives such as equipment efficiency improvements and energy-efficient lighting systems have been implemented to gradually reduce GHG emissions.The short-term target is to reduce GHG emissions intensity per million revenue by 5% by 2026 compared with the baseline year(2025). The medium-term target is to achieve carbon neutrality for Scope 1 and Scope 2 emissions by 2030, and the long-term target is to achieve net-zero emissions by 2050.The Company's GHG inventory data has been verified by SGS in accordance with ISO 14064-1:2018 requirements. Based on a risk assessment approach, SGS ensures and manages the risks associated with GHG disclosure. A reasonable assurance opinion was provided for Category 1 and Category 2 emissions, while a limited assurance statement was issued for Categories 3 to 6, with no qualifications noted.The Company conducts annual self-assessments of GHG emissions, which serve as a reference for future carbon reduction initiatives and energy consumption management.The inventory boundary includes Scope 1 (gasoline, diesel, refrigerant fugitive emissions, and septic tank emissions), Scope 2 (purchased electricity), and Scope 3 (transportation, use of sold products, and use of products from the organization). Total GHG emissions amounted to 72,623.70 metric tons of CO2e in 2024 and 21,115.55 metric tons of CO2e in 2025. Detailed information is presented in the table belowGreenhouse Gas Reduction in Parent Company and Subsidiaries | | --- | Item | Implementation Status | | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | | Items1) | 20242) | 20253) | | | | | Scope 14) | 83.10964) | 72.09435) | | | | | Scope 26) | 1.879.48446) | 1.999.41046) | | | | | Scope 37) | 70.840.89196) | 19.052.84967) | | | | | Greenhouse gas emission+cfuiser (O2, no)8) | 72.623.09097) | 21.115.55438) | | | | | Greenhouse Gas Emissions Intensity:(units tons per NT$1,000 of revenue)9) | 27.82519) | 8.34240) | | | | | 2. Water Resource ManagementThe Company actively implements sustainable water resource management. With fiscal year 2024 as the baseline year, the Company has established a management target of reducing total water consumption or water consumption intensity per unit of output by 0.5% to 1% annually. To achieve this objective, water management has been systematized through regular data monitoring and abnormal usage tracking to ensure water-use efficiency.In addition, continuous hardware optimization has been implemented. Currently, 90% of rinsing equipment across the plant has been equipped with water-saving devices, and all drinking water dispensers are certified with water-saving labels. At the same time, water conservation awareness among employees has been strengthened through on-site signage in public areas and ongoing daily education.In terms of performance achievement, total water consumption in fiscal year 2025 decreased significantly by 9.13 million liters compared with the baseline year. This reduction was primarily driven by improved laboratory water-use efficiency and the effectiveness of water-saving initiatives, successfully achieving the annual target● Water Consumption in Taiwan's Factory | | | | | | | Items2) | 20242) | 20253) | | | | | Water Consumption (m3)9) | 23.7810) | 14.80001) | | | | | Water Consumption Intensity(units tons per NT$1,000 of revenue)10) | <0.0010) | <0.0010) | | 3. Waste ManagementThe Company upholds its corporate citizenship responsibility and is committed to transforming waste management from end-of-pipe | | | | | | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | treatment to source reduction. The 3R principles (Reduce, Reuse, Recycle) are applied throughout the product life cycle and operations, while the ISO 14001 environmental management system and circular economy principles are actively implemented. With fiscal year 2024 as the baseline year, the Company has set a target of reducing total waste generation by 3% annually. In the long-term plan, the Company aims to increase product recycling rate to 85% and achieve a material reuse rate of 80% within five years. To achieve these objectives, product designs are being optimized for disassembly and modularity, environmentally friendly packaging materials are prioritized with material minimization, and process optimization is continuously implemented to reduce chemical solvent usage. In terms of resource recovery management, waste printed circuit boards and electronic scrap are sent to qualified recycling facilities for precious metal recovery. In addition, all waste transportation and disposal are handled by qualified contractors equipped with GPS tracking systems to ensure full traceability and proper waste flow management. In 2025, total waste generation increased by 4% compared with the previous year due to adjustments in production scale, and thus the annual reduction target was not fully achieved. However, specific waste streams, such as waste solvents, were reduced by 5% through process optimization, demonstrating initial effectiveness of waste reduction measures. Moving forward, the Company will continue to strengthen its waste reduction strategies and ensure stable progress toward sustainable resource utilization, under the premise of zero leakage incidents and full compliance with contractor obligations | | 53 --- | Item | Implementation Status | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | | Yes | No | Summary description | | | | | ● Waste Generation in Taiwan's Factory | | | Inner^{(1)} | 2024^{(2)} | 2025^{(3)} | | Non-hazardous Industrial Waste (natic ton)^{(4)} | 67.802^{(5)} | 71.0265^{(6)} | | Hazardous Industrial Waste (natic ton)^{(4)} | 6.778^{(5)} | 7.3533^{(6)} | | Total Waste Generation (natic ton)^{(4)} | 74.58^{(5)} | 78.38^{(6)} | | Waste Intensity (natic ton per 95%; 100 of re-use pounds)^{(4)} | 2.857^{(5)} | 3.097^{(6)} | | 4. Social Issues (1) Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? | V | | (1) In adherence to the Universal Declaration of Human Rights, the International Labour Organization (ILO) Core Conventions, and relevant domestic labor laws, the Company has established and disclosed its Human Rights Policy. This policy reflects our commitment to respecting human rights, promoting merit-based employment, and fostering a safe, healthy, and inclusive workplace. The policy applies to all employees, suppliers, and business partners. Oversight is provided by the Corporate Sustainability Committee under the Board of Directors, with implementation coordinated across departments including Human Resources, Legal, and Procurement. The company has established a Human Rights Due Diligence (HRDD) mechanism in accordance with GRI and RBA standards. The process includes stakeholder engagement, identification of material human rights issues, internal risk assessment, supplier human rights screening, and RBA evaluations. We continuously improve through training, mitigation, and remedial measures, with implementation results regularly reported to the Board of Directors and publicly disclosed. In the most recent year, the scope of our human rights assessment covered employees, suppliers, contractors, and the broader supply chain. Material human rights issues identified include wages and working hours, occupational health and safety, gender equality and anti- | No discrepancy | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | discrimination, sexual harassment prevention, prohibition of child and forced labor, labor-management communication, and labor conditions within the supply chain. To mitigate human rights risks, we conduct mandatory training on human rights and anti-harassment for all employees, provide orientations for new hires, and implement occupational safety management and health screenings. We have also established diverse grievance mechanisms and whistleblower protection policies; all reported cases are handled in accordance with the law, with remediation completed. Regarding suppliers, all new suppliers must pass RBA social responsibility screenings, while existing suppliers undergo regular evaluations and audits. In the past year, 100% of new and audited suppliers complied with our standards, and the signing rate for the Conflict Minerals Statement reached 100%. Suppliers failing to meet requirements must improve within a set timeframe, or face termination of partnership. Human Rights Commitment Drawing on the United Nations Development Programme’s (UNDP) identified business and human rights risk areas, the Company manages its operations across six dimensions: labor rights, environmental rights, expression and participation, gender equality, product and service responsibility, and governance and security. 1) Labor Rights • Strictly prohibit child and forced labor: Conduct dual identity verification during hiring in accordance with the Company’s Human Rights Policy and applicable laws; stipulate that overtime requires employee consent and must be compensated by overtime pay or time off, with total daily working hours (including overtime) not exceeding 12 hours and total monthly overtime not exceeding 46 hours. | | 55 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | • Safe and healthy workplace: Establish an occupational safety and health (OSH) management and training mechanism; zero major occupational accidents in 2025 and a 99% health check completion rate; continue progressing toward the goals of zero occupational incidents and zero occupational illnesses. • Employee well being and retention: Provide competitive compensation and a comprehensive suite of benefits (including arts & culture, sports, and family activities); 2025 turnover rate of 13.8% (target < 15%); offer an Employee Assistance Program (EAP) and professional counseling services. • Training and development: Incorporate compliance modules on human rights, anti discrimination, and anti harassment into new hire pre employment training. 2) Environmental Rights • Climate governance and TCFD disclosure: Identify climate related risks and financial impacts under the TCFD framework, formulate adaptation/mitigation measures, and report progress to the Board on a regular basis. • Energy management and efficiency projects: Continue replacing air compressors, optimizing chiller systems and lighting, and progressively increase the share of renewable energy. • Green products and circular design: Ensure product compliance with RoHS/REACH/WEEE; implement 3R design and plastic reduction packaging (paper to plastic ratio > 90%, recyclable material content > 95%). • Responsible supply chain: Screen 100% of new suppliers using RBA audits; maintain a 100% signing rate for conflict minerals CMRT declarations. 3) Employee Voice & Participation • Multi channel engagement: Provide suggestion boxes, all hands meetings, quarterly labor- | | 56 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | management meetings (four in 2025), and an OSH committee; in 2025, conduct an employee engagement survey and hold in person brainstorming sessions to gather genuine employee feedback and provide point by point responses from senior management. • Grievance/whistleblowing and protection: Offer a fraud reporting mailbox, a dedicated hotline to the Chair, and mailboxes for sexual harassment and labor conditions complaints; implement whistleblower protection and encrypted handling of information. • Human rights advocacy and anti bullying: Include human rights, anti discrimination, anti harassment, and working time management in new hire training; regularly conduct anti workplace bullying campaigns and OSH training series. 4) Gender Equality • Zero tolerance for harassment: Publicly commit to a respectful, inclusive workplace and zero tolerance; provide dedicated complaint channels; all cases are investigated pursuant to law, handled confidentially to closure, and followed by enhanced education and communication. • Family friendly and maternal protection: Promote parenting and breastfeeding friendly measures and implement maternity health protection programs; recognized by New Taipei City as a “Family Friendly & Workplace Equality” outstanding enterprise. • Equal pay and diversity & inclusion: Commit to gender equality and non discrimination; disclose gender pay and diversity policies and continue to increase women’s participation. 5) Product/Service Responsibility • Lifecycle and compliance by design: Manage the entire product lifecycle under ISO based procedures; 100% compliance with CE/FCC/UL/BSMI safety standards | | 57 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | and RoHS/REACH/WEEE environmental regulations; promote 3R design and plastic reduction packaging. • Customer satisfaction and after sales service: Maintain global service locations and a CRM system; respond to technical inquiries within 24 hours. • Customer privacy and information security: Undergo annual external audits for ISO/IEC 27001 to ensure there are no risks in mechanisms that could lead to customer privacy breaches or data loss. • Responsible sourcing and materials management: 100% of new suppliers undergo RBA evaluations; 100% CMRT signing; manage materials and processes in accordance with IECQ QC 080000, SDS requirements, and conflict minerals declarations. 6) Governance & Security • Robust governance structure: Establish a Board of Directors, Audit Committee, Remuneration Committee, and Corporate Sustainability (ESG) Committee, with an ESG execution taskforce driving cross functional implementation. • Integrity and whistleblowing: Codify anti bribery and conflict of interest standards; provide whistleblowing mailboxes ([email protected]), a dedicated chair’s hotline, and employee grievance mailboxes; no material violations or corruption cases in 2025. • Information security governance: Led by the CISO, implement multi factor authentication, role based access control, activity logging/auditing, and redundancy/DR drills; The ISO/IEC 27001 certificate is valid until June 25, 2026. • Risk and performance management: Report audit and ESG progress to the Audit Committee and the Board quarterly; continuously | | 58 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | (2) Has the Company established and implemented reasonable employee welfare measures (include salary/compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation? | V | | strengthen internal controls and risk prevention/remediation. Furthermore, the Company is committed to fostering a diverse, equitable, and inclusive (DEI) workplace. As of year end 2025, we employed 511 people in total, including 225 women (44%) and 12 female managers (20% of managerial roles)—demonstrating women’s continued participation in decision making. We also employed 38 foreign nationals (7.4%) and 13 employees from disadvantaged groups (2.5%). Looking ahead, we will continue to advance DEI through annual KPIs and action plans, embed oversight into our ESG governance framework with regular internal reviews and external disclosure, and ensure DEI principles are integrated across recruitment, promotion, compensation, and talent development. | | | (3) Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? | V | | (2) The company offers competitive compensation and benefits, overseen by a Remuneration Committee. The committee regularly reviews and approves compensation and incentive mechanisms based on overall corporate performance, individual achievement, and market benchmarks, ensuring a positive correlation between pay and business results. In recent years, expenditure on employee salaries and benefits has grown steadily. Through performance appraisals, bonuses, and retention programs, the company balances incentives with talent retention. (3) The Company is committed to building a healthy and safe workplace and has established its occupational health and safety policy in accordance with the Occupational Safety and Health Act, ISO 45001 international standards, and the expectations of its stakeholders. A Plan-Do-Check-Act (PDCA) management cycle is fully implemented. In addition, quarterly Occupational Health and Safety Committee meetings are convened, | | 59 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | and internal reviews are conducted annually to strengthen risk control and system effectiveness. As of the publication date of this Annual Report, the Company has obtained ISO 45001 Occupational Health and Safety Management System certification. The certification scope covers the Taiwan headquarters, and the certificate remains valid. The Company has established a dedicated occupational health and safety management unit, which conducts regular audits and environmental monitoring to ensure the effectiveness of system operations. The Company is committed to achieving a zero-accident workplace. With regard to occupational incident management and improvement, three occupational injury cases involving one employee were recorded in 2025, representing 0.1% of the total workforce for the year. The type of incident was slips and falls. In response, the Company initiated incident investigation and root cause analysis in accordance with ISO 45001 requirements and strengthened safety communication and preventive measures to enhance employee walking safety awareness. In addition, the Company conducts regular maintenance and inspection of fire safety equipment and implements periodic emergency response drills. No fire incidents occurred in 2025. Detailed fire prevention and emergency preparedness measures are disclosed on pages 122~126 of this Annual Report. Regarding employee training policies and implementation, to enhance safety awareness and emergency response capabilities, the Company provides mandatory occupational health and safety training for new employees and conducts annual refresher training for existing employees. A total of 1,588 training participations were recorded in 2025. Furthermore, the Company actively | | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | (4) Has the Company established effective career development training programs for employees? | V | | supports employee participation in external training programs and the maintenance of professional occupational safety and health certifications, with 10 training participations recorded in 2025(4)The Company offers internal and external training for employees. After a newcomer arrives, the newcomer will be assigned to an exclusive mentor to serve as a teacher and friend at work. Internal training is divided into 4 categories: new personnel training, self-inspiration, management skills, and professional training, to assist colleagues in career development and self-improvement. A total of 571 people completed the 2025 career training, with a total of 6,680 hours.(5)The Company established its Customer Service Management Policy in 2010. To maintain strong customer relationships and communication, the Company conducts regular and ad hoc meetings and visits to foster long-term cooperative partnerships and create synergies in achieving mutual short-, medium-, and long-term development goals and corporate social responsibility objectives.To provide prompt customer support, the Company has established subsidiaries and service locations in Taiwan headquarters, Japan, the United States, Europe, South Korea, and Vietnam. The Company provides timely and sufficient support regarding environmental management, social responsibility, and hazardous substance control to meet the requirements of downstream customers, end customers, and governmental authorities. In addition, the Company cooperates with customers in implementing corporate social responsibility initiatives, including related activities, investigations, confirmations, audits, and information collection.To assess customer satisfaction with the Company's service quality, the | | | (5) Does the company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection and grievance policies? | V | | | | --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | (6)Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? | V | | Company conducts annual customer satisfaction surveys. Customers may provide ratings and feedback regarding the quality and effectiveness of the Company’s services. In addition to providing direct responses to customers and tracking corrective actions by responsible departments, the dedicated customer satisfaction team also conducts data analysis to identify underlying issues and submits reports to senior management as a reference for medium- and long-term operational planning. In the 2025 customer satisfaction survey, more than 80% of respondents rated the Company at or above the “Satisfied” level. In addition to B2B communication through the Company’s website, the Company has also established a “Customer Complaint Management Procedure,” requiring relevant departments to respond to customer complaints within one business day after receipt. The Company’s customer communication and complaint contact information is as follows: Customer Communication Website: Technical Support Customer Complaint Hotline: +886-2-2269-8535 Customer Communication / Complaint E-mail: [email protected] (6) The Company has established the “Supplier and Business Partner Evaluation Management Procedures” to define supplier selection criteria covering environmental protection, human rights, safety, health, and sustainable development, as well as to clearly specify expectations and requirements regarding environmental, health and safety (EHS) risks, prohibition of child labor, and ethical standards. The Company implements sustainable supply chain management through supplier selection, audits and guidance, evaluations, and education and training programs, based on a | | 62 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | cooperative approach. In 2025, 100% of the Company’s cooperating suppliers complied with the relevant requirements. Please refer to the Company’s official website for further details. The Company requires suppliers to regard environmental protection as a fundamental responsibility by reducing environmental impacts throughout operations and manufacturing processes while ensuring employee health and safety. To this end, the Company has established a “Supplier Code of Conduct” for mutual compliance and implementation. The Code covers labor and human rights, health and safety, environment, and management systems. Environmental aspects include the following: Compliance and Permits: Regularly update environmental impact assessments in accordance with applicable industry and local regulations. Pollution Prevention and Process Improvement: Reduce pollutant generation and emissions through process optimization and installation of air pollution control equipment. Lifecycle Management of Hazardous Substances: Implement safe management of hazardous chemicals and other harmful substances throughout production, transportation, storage, usage, recycling, disposal, and reuse stages. Wastewater and Waste Management: Properly manage and dispose of general and hazardous waste in compliance with regulations and reduce wastewater generation. Air Emission Control: Classify, monitor, control, and properly handle volatile organic compounds (VOCs), aerosols, corrosive gases, particulate matter, ozone-depleting substances, and combustion emissions. Water Resource Management: Improve water efficiency, prevent waste, and prohibit unauthorized discharge into sewage systems or the environment. | | 63 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | Energy Efficiency and Greenhouse Gas Management: Continuously improve energy efficiency, reduce energy consumption, manage and reduce Scope 1 and Scope 2 greenhouse gas emissions, and encourage suppliers to establish science-based reduction targets. The Company has established a systematic supplier performance management mechanism. The Supplier Management Department conducts comprehensive quarterly evaluations of all suppliers with delivery records. Evaluation criteria include quality and delivery performance, as well as compliance verification through document reviews and on-site audits. For suppliers failing to meet evaluation standards, the Company strengthens communication and guidance, increases audit frequency, and tracks implementation of corrective action plans. Suppliers that fail to improve after repeated guidance or show unwillingness to cooperate will no longer be listed as qualified suppliers, and alternative suppliers will be sourced. In 2025, a total of 222 suppliers with delivery records were included in the management program, among which only 2 suppliers failed to meet the evaluation standards, representing less than 1% of the total. Overall supply chain operations remained stable. The Company will continue to strengthen supplier management mechanisms to enhance supply chain sustainability and risk management capabilities. The Company is committed to integrating sustainable development principles into procurement decisions and supply chain management. In addition to traditional procurement considerations such as quality, cost, and delivery, the Company also emphasizes environmental protection and social responsibility, working together with suppliers to build a sustainable supply chain. During supplier selection, the Company | | 64 --- | Item | Implementation Status | | | Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | Yes | No | Summary description | | | | | | evaluates whether suppliers comply with the following policies: Suppliers shall prioritize the protection of natural resources during business operations. Subject to product quality requirements, suppliers should prioritize the use of recyclable, reusable, or recycled materials to reduce negative environmental impacts and avoid the use of environmentally hazardous substances. Suppliers shall establish concrete environmental protection and energy-saving measures and shall not cause significant negative environmental impacts or violate environmental regulations. Suppliers are also expected to implement a culture of environmental sustainability and demonstrate commitment to protecting the planet and conserving resources. Sustainable supplier evaluations are conducted quarterly by the Supplier Quality Assurance Department based on performance indicators such as product quality. | | | 5. Does the company refer to international reporting standards or guidelines when preparing its sustainability report and other reports disclosing non-financial information? Does the company obtain third party assurance or certification for the reports above? | V | | The Company has formulated the “AVer Information Sustainability Report” according to the Global Reporting Initiatives (GRI) Standards. The SGS Taiwan was commissioned to perform the first moderate assurance level verification category under the AA1000AS v3 Assurance Standard, and the results were published on the Company’s official website. https://tw.aver.com/page/corporate-social-responsibility#management-policy | No discrepancy | | 6. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company’s operations: No discrepancy 7. Other important information to facilitate better understanding of the company’s promotion of sustainable development: The Company’s sustainable development-related corporate governance, corporate commitment to stakeholders, environmental protection, and social participation-related issues are included in the annual KPI implementation, assessment, and review by the relevant units. They are supervised and managed by the president’s office. Information can be obtained from the following links: Annual Report : http://tw.aver.com/page/investor-relations#financial-information Website : http://tw.aver.com Investor-relations website : http://tw.aver.com/page/investor-relations ESG webite : https://esg.aver.com/?lang=tw | | | | | --- Note 1: Risk assessment and prevention The Company has conducted risk assessments on important issues and formulated the relevant risk management policies based on the assessed risks according to the principle of materiality in sustainable development: | Material Issues | Risk Assessment Items | Risk Management Policy | | --- | --- | --- | | Environment | Environmental Impact and Management | 1. The Company has continued to monitor climate change trends, incorporated energy conservation concepts into product design and manufacturing processes and formulated the risk and contingency measures for the Company's operations. We have also prioritized recyclable packaging consumables and adhered to national product regulations such as the ErP or Energy Star for energy consumption. The goal is to reduce pollution emissions and environmental impacts through process safety management and standardized management cycles. 2. The Company has obtained the ISO 14001 international environmental protection certification, imported parts that meet the EU Restriction of Hazardous Substances (RoHS) requirements for lead-free and non-toxic parts clean production, successively passed the green partner certification by major manufacturers worldwide, complied with the EU Waste Electrical and Electronic Equipment (WEEE) directive, and conducted regular audits to maintain system operation performance. 3. The Company has constructed the TCFD framework for its climate risk identification process. Cross-departmental discussions were held to identify climate risks and opportunities. 4. The company has introduced ISO14064-1 to assess the impact of its operations since 2013. According to the carbon inventory results, the Company will keep implementing carbon reduction measures to reduce the risk of Scope 1 emissions and Scope 2 GHG indirect emissions from electricity use. 5. The annual internal audit plan has been formulated according to the relevant environmental regulations, and each operation process has been audited to ensure regulation compliance. | | Society | Occupational Safety | 1. The Company has passed the ISO45001 occupational safety and health management system international certification, established a safety and health management unit to implement relevant safety and health matters, and regularly conducted audits to maintain system operation effectiveness. 2. "Employee safety" is our key priority. We aim to achieve zero disaster at the workplace by conducting various safety and health inspections regularly to ensure employee safety. We have also conducted regular fire drills and organized education and training annually to cultivate the employees' emergency response capabilities. | | | Product Safety | 1. The Company primarily engages in export sales. Our products do not contain hazardous substances and comply with the importing countries' safety and service laws and the EU RoHS specifications. The products must pass the strict quality control system to give customers excellent and stable quality. 2. The Company has established an on-site service, service | --- Note 2: The Company attaches great importance to the global climate change crisis and has taken actions to strengthen the climate resilience adjustment. The goal is to prevent and reduce the enterprise's operational risks due to natural disasters. The Company has also complied with various domestic and foreign environmental protection regulations and customer requirements and extended the concept of environmental protection to the product design source. We aim to establish and maintain management systems and organizations to ensure quality, environment, safety and health, hazardous substance control, as well as cargo and supply chain safety. The Company has also responded to climate change by promoting a comprehensive environmental management system. Its risk identification, countermeasures, and related strategies are as follows: | Risk Categories | Climate Change Risk Identification | Countermeasures | | --- | --- | --- | | Energy | • International climate change mitigation conventions or agreements. • Government energy policies and statutes. | • Pay attention to international climate change issues and how to deal with them. • Priority is given to energy-saving equipment during equipment replacements in response to the government's energy-saving policy. • Office energy saving measures. | | Natural Disasters | • Natural disasters such as typhoons, earthquakes, floods, and plagues may affect supply chains, manufacturing, or shipments. | • Decentralized procurement areas or manufacturing sites. • Establish emergency response procedures. | | Product & Services | • Products • Customer Services | • Extend the environmental protection concept to product design sources. | --- Strategy, Goals, and Execution | Strategy | Sustainable Development Goals (SDGs) | 2025 Implementation Status | | --- | --- | --- | | Supplier Management | • Suppliers must comply with the “Green Environmental Protection Chemical Substances Control Standards” and receive regular assessments. Stipulate the anti-bribery clauses and strictly prohibit the transfer of benefits. | • All cooperating suppliers have signed the "Green Product Purchasing Specification" and are subject to regular assessments (including on-site audits and coaching). | | Greenhouse Gas Reduction | • The Company introduced ISO14064-1 to comprehensively audit its greenhouse gas emissions in 2013 and will continue to promote the greenhouse gas reduction policy. | • Please refer to pages 50~54 of this annual report. | | Waste Reduction | • The goal is to reduce the total cleaning solvents by 40% in 2024. Five manufacturers have gained ISO certification for waste removal, treatment, and reuse. | | | Water Resource Conservation | • Very few water resources are used from the Company's production process, and the main water consumption is by offices. The Company has adopted water-saving equipment and recycled rainwater for environmental landscape maintenance. | | Climate-Related Information of Company 1. Implementation of Climate-Related Information | Item | Implementation status | | --- | --- | | 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. | 1.AVer's Corporate Sustainable Development Committee is the highest decision-making and supervision unit of the company's sustainability-related work, and its chairman is CEO. The performance, impact assessment and progress of achieving sustainability goals on ESG and climate change-related issues will be reported to the board of directors after the Task Force submits them to the corporate sustainability committee for approval. | | 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | 2. The risks mainly come from the regulations and requirements of governments and customers for corporate greenhouse gas reduction and compliance with product energy efficiency. The opportunities mainly come from the product and service aspects. AVer's products applications include distance learning, intelligent medical care, and video | | | sustainability, and the use of technology to improve the business and to improve the business's performance. | | 3. Describe the role of the board of directors and management in the management of climate-related risks and opportunities. | 3. The board of directors and management is responsible for the management of climate-related risks and opportunities. | | 4. Describe the role of the board of directors and management in the management of climate-related risks and opportunities. | 4. The board of directors and management is responsible for the management of climate-related risks and opportunities. | --- 69 | 3. Describe the financial impact of extreme weather events and transformative actions. | conferencing, which can help customers improve communication and learning while also reducing carbon emissions, echoing the trend of sustainable development. | | --- | --- | | 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | 3. In the short term, the operating costs are expected to increase slightly due to increasing regulations and policies on extreme weather events and transformative actions. In the medium term, AVer’s products applications include distance learning, intelligent medical care, and video conferencing, which can help customers improve communication and learning while also reducing carbon emissions. The revenue from related products and services are expected to grow. In the long term, our continuous efforts on climate change issues have been recognized by stakeholders, helping to improve the financial performance and company value. | | 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | 4. Assessing the impacts on operations and financial plans according to the actual / potential impacts and opportunities on climate risks and discuss reacted strategies. We have formulated the following six points as important management reacted strategies: (1) We proactively develop products and services that are more energy-saving, environmentally friendly, and cost-saving. (2) We proactively respond to ESG issues by formulating ESG strategies, setting specific goals and assessments in conjunction with financial performance. (3) Supply chain management. (4) Greenhouse gas reduction. (5) Waste reduction. (6) Water Saving. | | 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. | 5. We refer to the 2°C scenario published by the International Energy Agency (IEA) to simulate and analyze the impact of future climate change. We formulate the Science Based Target initiative (SBTi) as well as estimate the future amount of carbon reduction and serves as a reference for operating strategies adjustments. | | 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | 6. We use the greenhouse gas emissions generated per million of revenue as the most important key indicator for quantitative assessment. Taking 2025 as the base year, the goal is to reduce greenhouse gas emissions per million of revenue to 5% lower than the base year in 2026. | | 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress | 7. The Company has established an Internal Carbon Pricing (ICP) mechanism by referencing the Ministry of Environment’s “Carbon Fee Collection Regulations,” setting the internal carbon price at NT$300 per metric ton. The mechanism is applied to energy-saving and carbon reduction projects, renewable energy investments, and low-carbon innovation initiatives. In addition, the Company promotes climate action through internal cultural engagement and collaboration with supply chain partners to jointly mitigate the impacts of climate change. | | | 8. We have formulated office energy-saving plans to reduce the energy consumption of offices and employees. Meanwhile, we require all overseas | --- 70 achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan subsidiaries to implement simultaneously to minimize the impact of operations on the environment. We also have introduced 3R (Reuse, Recycling and Recovery) into design procedure to extend the concept of environmental protection to the beginning of product design, saving energy and reducing risks for customers. In the future, we will establish a complete list of greenhouse gas emissions from global manufacturing sites, conduct greenhouse gas inventories every year, and conduct impartial third-party verification. 9. The Company conducts annual greenhouse gas (GHG) inventory and verification. Starting from 2023, the GHG inventory and verification cover both the parent company and its subsidiaries. The GHG emissions for 2025 (in metric tons of CO₂e) are as follows: Scope 1: 72.09 metric tons CO₂e, Scope 2: 1,990.61 metric tons CO₂e, Scope 3: 19,052.85 metric tons CO₂e. The company originally used 2021 as the base year, with a short-term goal of reducing greenhouse gas emissions per million units of revenue by 5% in 2026 compared to the base year. However, the emission coefficients were changed in 2025, resulting in a significant reduction in emissions, and the base year was adjusted to 2025. The medium-term goal is to achieve Scope 1+2 carbon neutrality by 2030, and the long-term goal is to achieve net-zero carbon emissions by 2050. 1-1 Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years 1-1-1 Greenhouse Gas Inventory information | Greenhouse Gas Inventory Information Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years | | --- | | The company conducted annual greenhouse gas inventory and used as a reference data for future carbon reduction and energy consumption activities planning. The scope of greenhouse gas data we collected include Scope 1 (gasoline, diesel, refrigerant emissions, septic tank emissions), Scope 2 (external purchased electricity emissions) and Scope 3 (transportation, products organization used, use of products from the organization). The total greenhouse gas emissions in 2024 were 72,623.70 metric tons of CO2e, and the total greenhouse gas emissions in 2025 were 21,115.55 metric tons of CO2e. | 1-1-2 Greenhouse Gas Assurance information | Describe the status of assurance for the most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion. | | --- | | The greenhouse gas inventory data advocated by our company has been verified by SGS to comply with the ISO14064-1:2018 standard. SGS adopted risk assessment methods as the basis to ensure and control the risks of greenhouse gas emission information disclosure. It provided reasonable assurance for Category 1 and Category 2, while Category 3 to Category 6 are inspection statements with limited guarantees and an unqualified list of opinions. | --- 71 # 1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets. The company gradually reduces greenhouse gas emissions through product energy-saving design, using environmentally friendly materials and increasing the proportion of green procurement quantity. The goal is to reduce greenhouse gas emissions by 5% every year based on 2025. The short-term goal is to reduce greenhouse gas emissions per million of revenue by 5% below the base year in 2026, the medium-term goal is to achieve Scope 1+2 carbon neutrality in 2030, and the long-term goal is to reach net zero carbon emissions in 2050. # 2.3.6 Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | 1. Establishment of ethical corporate management policies and programs (1) Does the company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? | V | | (1) The Company has adhered to the relevant laws and regulations, implemented the principle of integrity management, formulated the "Integrity Management Code" to guide all employees, and published relevant reports to explain the Company's integrity management policies as well as the Board of Directors and management level commitment implementation status. Integrity and ethics are the most critical values of the Company's culture. The Company has always engaged all business activities with integrity and strictly requires every employee to fulfill the integrity policy. The board of directors and management also pledge to actively implement business integrity. The Company has formulated the "Rules of Procedure for Board of Directors Meetings" to stipulate directors' conflict of interest recusal system. Those or their representatives with a conflict of interest to the meeting agendas that may harm the Company's interests shall be recused from the discussion and voting. The "Insider Trading Prevention Management Method" also stipulates that directors, managers, and employees shall not disclose internal material information to others. The Company conducts the annual "Preventing Insider Trading" training to strengthen employee awareness and compliance with integrity policies. (2) The Company has constructed effective internal control and accounting systems, advised, and educated personnel, and | No discrepancy | | (2) Whether the company has established an assessment mechanism for the risk of unethical | V | | | | --- | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | conduct; regularly analyzes and evaluates, within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? | V | | deployed auditors to routinely monitor system compliance and prevent unscrupulous behaviors. Each new employee shall attend education and training courses on the Company's core values and system compliance. Any violations shall be punished according to the "Work Rules." | | | (3) Does the company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan? | V | | (3) “AVer Information Employee Code of Conduct” contains provisions to standardize the principle of fair trade, forbid using the position to seek illegal benefits, ban bribe/accept bribes, and conflict of interest recusal. It also stipulates training, publicity, reporting, and punishment-related provisions. In addition to regulating relevant high-risk dishonest behaviors, we have established a reporting hotline and a dedicated unit to encourage employees to report illegal behaviors to the Company, as well as conduct annual "Internal Reporting Hotline Advocacy" sessions for all employees. | | | 2. Ethical Management Practice (1) Does the company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts? | V | | (1) The Company’s contracts, such as "procurement contracts,” contain integrity management policy compliance provisions and stipulate that a contract may be terminated or canceled at any time if the transaction counterparty engages in dishonest behaviors. (2) To improve integrity management, the Company has a dedicated human resources unit in charge of coordination with other functional units to promote the formulation and supervision of integrity management policies and prevention plans. The human resources unit shall report the implementation status to the Board of Directors once a year within 6 months after the end of the year. The human resources unit reported its implementation status to the Board of Directors on April 22, 2026. The Company’s integrity management policy implementation status in 2025 is as follows: 1. Assist in integrating integrity and ethical values into the company's business strategy, promote the “integrity and | No discrepancy | --- | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | (3) Has the company established policies to prevent conflict of interests, provided appropriate communication and complaint channels, and properly implemented such policies? | V | | ethical” corporate culture themes in 2025, comply with laws and regulations to formulate the relevant anti-corruption measures to ensure honest management, publish the “Code of Integrity Management” on the Company's EIP homepage for employees to read and inquire at any time. 2. Formulate plans to prevent dishonest behavior and establish business-related standard operating procedures and behavior guidelines in each plan: The contents of the Company's procurement contracts stipulate that suppliers must abide by our Company's integrity management policy. All contracts may be terminated or canceled if the transaction counterparty engages in dishonest behaviors. In 2025, 100% of the Employee Integrity Commitment in the employee employment contracts have been signed. Relevant requirements are also included in the work rules and labor contracts to rigorously forbid dishonest actions and stipulate the legal obligation to expose all such violations. 3. Promotion and coordination of integrity policy advocacy training sessions: The Company has promoted the organizational culture of honesty and integrity during new employee training sessions. In 2025, 71 employees received online or in person training for a total time of 35.5 hours. Regularly disclose integrity management-related information on the Company's website. 4. Design a whistleblower system to ensure implementation effectiveness: In addition to establishing a reporting hotline, the Company has also set up a reporting area on its website for internal employees and external stakeholders to file complaints. A whistleblower can directly provide the reported matter to the human resources unit, and dedicated personnel will be deployed to handle the matter properly. No case has been reported in 2025. (3) The Company has established the “Code of Integrity Management,” “Rules of Procedure for Board of Directors Meetings,” and “AVer Information Employee Code of Conduct” to stipulate the conflicts of interest prevention provisions. The Company has also | | --- | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | (4) Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants to perform the audits? | V | | established a complaint hotline as an appropriate channel for whistleblowing. (4) To ensure integrity management, the Company has established an internal audit office and an external accountant audit mechanism to regularly monitor the compliance outlined in the preceding paragraph and provide improvement suggestions promptly to ensure the execution of integrity management. | | | (5) Does the company provide internal and external ethical corporate management training programs on a regular basis? | V | | (5) To promote and advocate operation integrity, the Company has adopted the following methods to ensure the employees understand the Company's stance on operation integrity. 1. Provide education and training courses to new colleagues on the Company's core values and system compliance. 2. Publish relevant specifications on the Company's internal website for colleagues to inquire at any time. The Company's core values, and system compliance mechanisms are also advocated to the colleagues, and relevant education and training courses are provided irregularly. 3. In 2025, the Company held internal and external integrity management education and training courses such as legal compliance on integrity management, core integrity, ethical organizational culture functions for new employees, occupational safety and health management, and internal control. A total of 5,448 people participated in the courses; the training time was 2,532 hours. | | | 3. Implementation of Complaint Procedures (1) Has the company established specific whistle-blowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistleblowers? | V | | (1) The Company has established "Employee Code of Conduct". Such procedures are clearly set out on the Company’s website, including the information required for investigation upon receipt of a report, the investigation procedures and handling workflow, and measures to protect the confidentiality of the reporting party. A convenient reporting and notification mechanism has also been put in place. The Company has established an independent reporting mailbox. The email | No discrepancy | --- | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | (2) Has the company established standard operation procedures for investigating the complaints received, follow-up measures taken after investigation, and mechanisms ensuring such complaints are handled in a confidential manner? | V | | address for reports and complaints submitted by both internal and external parties is: [email protected] . Emails submitted by internal personnel will be automatically forwarded to the heads of the Human Resources Department and the Intellectual Property & Legal Affairs Office. In addition, internal employees may file reports via the internal hotline by dialing extension 8573, or by email at [email protected] (2) The Company’s Employee Code of Conduct set out clear requirements regarding the information necessary for accepting a report, the investigation procedures and handling workflow, and the relevant confidentiality mechanisms. 1. Acceptance Principles When the Company accepts a report concerning fraud or violations of professional ethics, the reporting party shall provide at least the following information: The reporting party’s real name and contact details, including address, telephone number, and email address. The name of the reported individual, or other information sufficient to identify the reported individual. Specific evidence or facts that may support an investigation. Reports will not be accepted if the reporting party fails to provide complete information. 2. Investigation Procedures Upon receipt of a report, the Company’s designated responsible unit shall promptly ascertain the relevant facts. Where necessary, the compliance function or other relevant departments shall provide assistance. If the investigation identifies any material breach or if there is a risk of significant harm to the Company, a report shall be prepared immediately and submitted to the General Manager. If the reported matter involves a director or senior executive, it shall be reported to an Independent Director or the head of the Internal Audit Office. 3. Accountability and Remedial Measures Where it is verified that the reported individual has violated applicable laws and regulations or the Company’s integrity | | 75 --- | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | (3)Has the company adopted proper measures to protect whistle blowers from retaliation for filing complaints? | V | | management policies and rules, the Company shall immediately require the individual to cease the relevant conduct and take appropriate disciplinary or other actions. Where necessary, the Company may seek damages through legal proceedings in order to safeguard the Company’s reputation and interests. If any Company personnel commits a serious breach of integrity requirements, such personnel shall be removed from office or dismissed in accordance with applicable laws and regulations and/or the Company’s personnel policies. The Company will also review and improve relevant internal control systems and operating procedures to prevent recurrence of similar incidents. 4. Protection of the Reporting Party The Company’s personnel shall strictly and properly safeguard reporting information. Such information shall not be disclosed or used for any purpose other than the acceptance and investigation of the reported matter. Any personnel who leaks such information, and whose breach is verified, shall be subject to disciplinary action in accordance with the Company’s relevant reward and disciplinary rules, depending on the severity of the circumstances. (3)The Company’s Employee Code of Conduct explicitly prescribe confidentiality measures for reporting parties to ensure the effective operation of the whistleblowing system. To maintain the effectiveness of this system, the Company shall not discriminate against or take disciplinary action toward any reporting party, and shall protect the reporting party’s identity from disclosure. Where the reporting party is an employee of the Company, the Company will ensure that the employee is not subject to any improper treatment as a result of making a report. In 2025, the Company received no whistleblowing reports. | | | 4. Strengthening Information Disclosure Does the company disclose its ethical corporate management policies and the results of their implementation on its website and the | V | | The Company has disclosed business integrity-related information in the CSR area of its website. Such information is also regularly disclosed on other company | No discrepancy | --- | Evaluation item | Implementation Status | | | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons | | --- | --- | --- | --- | --- | | | | | Summary description | | | Market Observation Post System (MOPS)? | | | website areas. | | | 5. If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation: No discrepancy. | | | | | | 6. Other important information to facilitate a better understanding of the status of operation of the company's ethical corporate management policies (e.g., the company's reviewing and amending of its ethical corporate management best practice principles): The Company complies with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and other relevant laws and regulations as the basis for integrity management. | | | | | 2.3.7 Other information material to the understanding of corporate governance within the Company: The Company has established the "Internal Critical Information Processing Procedures" to serve as the Company's material information processing and disclosure mechanism, and the procedures are reviewed irregularly to meet the needs of current laws and practical management. Moreover, the Company and the relevant financial information transparency personnel have obtained the relevant licenses as follows: Passed the Taiwan CPA Qualification Examination: 3 people from the Finance Department. Intellectual Property Management Plan and Implementation Status The pandemic has changed human working patterns to focus on hybrid work and team collaboration, and the demand for video conferencing and professional audio and video equipment has increased, attracting many competitors to enter the market. In the education technology market, driven by themes such as interactive teaching and distance learning, various educational equipment manufacturers have also launched products to capture the market. Faced the direct competition from numerous competitors, AVer will further focus on the development of its core technologies and the R&D of innovative product lines related to video and audio technologies. By integrating AI technologies and leveraging its accumulated expertise in image and audio processing, and continuously delivers solutions and uses its core technology in AI, audio and video collaboration to expand its business scopes to Intelligent Connected Health business, OEM/ODM services business, and Smart Agriculture business, thereby broadening its business scope. While maintaining technological leadership, the Company has also paid significantly to intellectual property protection and knowledge management. AVer protects and manages R&D results through intellectual property, knowledge management and trade secret systems to accumulate the important assets for corporate sustainability, to safeguard its business interests and competitive advantages. In addition, through the operation of the internal audit mechanism, the Company regularly reviews relevant management systems to ensure their effective implementation. The Company is headquartered in Taiwan and markets its own brand globally. The Company firmly controls the changes in important policies or laws and regulations. Where there are changes in laws and regulations, the Company will cope with such changes and adjust the internal system and operating --- activities to be in compliance with the laws and regulations to ensure the smooth operation of the Company. ## Implementation The company provides regular reports on the implementation status of intellectual property management to the board of directors, with the most recent report dated November 7, 2025. Intellectual property achievements are as follows: By the end of 2025, AVer obtained 388 product patents worldwide. 2.3.8 The section on the state of implementation of the company's internal control system shall furnish the following: 2.3.8.1 Statement on Internal Control: Attachment 4: (Form 1 under Article 24 of the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets) Applicable to a statement by a securities exchange, over-the-counter securities exchange, futures exchange, central securities depository, or credit rating agency, after completing its annual self-assessment of its internal control system, attesting to the effectiveness of both the design and operation of its internal control system - where the portions of the statement concerning compliance with laws, regulations, and bylaws extend to all laws, regulations, and bylaws Statement on Internal Control System of a Securities Exchange, Over-the-Counter Securities Exchange, Futures Exchange, Central Securities Depository, or Credit Rating Agency (Stating the Effectiveness of Both Design and Operation) (This Statement is applicable in cases where the portions of the statement concerning compliance with laws, regulations, and bylaws extend to all laws, regulations, and bylaws) AVer Information Inc. (or Exchange) Statement on Internal Control System Date: 2026.01.29 Based on the findings of self-assessment, the Company (the Exchange) states the following with regard to its internal control system during the fiscal year 2025: 1. The Company (the Exchange) is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and management. The Company (the Exchange) has established such a system aiming at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), the reliability, timeliness, and transparency of reporting, and compliance with applicable norms and applicable laws, regulations, and bylaws. 78 --- 2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three objectives mentioned above. Furthermore, the effectiveness of an internal control system may be subject to change along with changes in environment or circumstances. The internal control system of the Company (the Exchange) contains self-monitoring mechanisms, however, and the Company (the Exchange) takes remedial actions as soon as a deficiency is identified. 3. The Company (the Exchange) evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Service Enterprises in Securities and Futures Markets (hereinbelow, the "Regulations"). The criteria adopted by the Regulations identify five key components based on the process of management control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communications, and (5) monitoring activities. Each component also includes several items. Please refer to the Regulations for details. 4. The Company (the Exchange) has assessed the design and operating effectiveness of its internal control system according to the aforesaid criteria. 5. Based on the findings of the assessment mentioned in the preceding paragraph, the Company (the Exchange) believes that as of 2025.12.31 (date) Note 2 its internal control system (including its supervision and management of subsidiaries and its overall implementation of information security), encompassing internal controls for understanding the degree of achievement of operational effectiveness and efficiency objectives, the reliability, timeliness, and transparency of reporting, and compliance with applicable norms and applicable laws, regulations, and bylaws, is-with the exception of the matters, if any, specifically listed in the Appendix- effectively designed and operating, and reasonably assures the achievement of the above-stated objectives. 6. The legal liability under this Statement is as specifically indicated below according to the nature and type of the company: (1) Securities exchange, over-the-counter securities exchange, central securities depository, or credit rating agency: (i) If it is a non public offering company (not a public company), any falsehood, concealment, or other illegality in the content of this Statement will entail legal liability under Article 174 of the Securities and Exchange Act. (ii) If it is a public company, this Statement will become a major part of the content of the Company's Annual Report and Prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act. (2) Futures exchange: Any falsehood, concealment, or other illegality in the content of this Statement will entail legal liability under Article 115 of the Futures Trading Act. (If the futures exchange is a public 79 --- company, the following shall additionally be specified: This Statement will become a major part of the content of the Company's Annual Report and Prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.) 7. This Statement has been passed by the Board of Directors Meeting of the Company (the Exchange) held on 2026.01.29 (date), where 0 of the 8 attending directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement. AVer Information Inc (Exchange) Chairman: Michael Kuo President: David Kuo Note 1: If during the fiscal year there has existed any material deficiency in the design and operation of the internal control system of the securities or futures industry service enterprise, an explanatory section shall be added after paragraph 4 of the Statement on Internal Control System, listing and explaining any material deficiencies found in the self-assessment, and the remedial actions and status of corrections taken by the company up to the balance sheet date. Note 2: The date of the statement is the fiscal year end date. 2.3.8.2 Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report : None. 2.3.9 Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report. 2.3.9.1 Material Resolutions of Shareholders' Meeting and Implementation Status AVer held its 2025 shareholders' meeting on June 11, 2025. The resolutions and implementation status are listed below: | Date | Important resolution | | --- | --- | | 2025.06.11 | 1. Ratification of 2024 Business Report and Financial Statements as proposed. 2. Ratification of the proposal for distribution of 2024 profits as proposed. Implementation Status: The base date of distribution was set on July 5, 2025, and the date of distribution was on July 23, 2025, with the cash dividend per share of NT$1.70, and all payments had been distributed. 3. Amendment to the Company’s Articles of Incorporation. Implementation Status: Approved by the Ministry of Economic Affairs on August 7, 2025, and announced on the Company’s website. 4. Approval of the proposal for releasing non-competition restrictions on directors and their corporate representatives as proposed. Implementation Status: Announced on the Market Observation Post System (MOPS) on June 11, 2025. | --- 2.3.9.2 Material Resolutions of Board Meetings of 2025 | Date | Important resolution | Resolutions | | --- | --- | --- | | 2025.01.16 | 1.Approval of the business plan of 2025.2.Approval of the amendments to the ” Articles of Incorporation”.3.Approval of the amendments to the Operating Procedures for Transactions Involving Specific Companies, Corporate Groups, and Related Parties.4.Approval of the result of 2024 managers’ salary structure.5.Approval of the proposal for 2024 managers’ special bonus.6.Approval of the proposal for 2025 managers’ salary structure.7.Approval of the proposal for 2025 directors’ compensation structure. | Resolved | | 2025.03.05 | 1.Approval of Internal Control System Statement of 2024.2.Approval of the parent-company-only and consolidated financial statements of 2024.3.Approval of the business report of 2024.4.Approval of the proposal for 2024 employees’ compensation.5.Approval of the proposal for 2024 earnings distribution.6.Approval of the release of non-competition restrictions on the Company's Directors.7.Approval of the proposal for the time, venue and agenda of 2025 general shareholders’ meeting.8.Approval of Audit Fee of 2025.9.Approval of the proposal for extending the credit line granted by Cathay United Bank.10.Approval of the proposal for 2024 directors’ compensation.11.Approval of the proposal for 2025 managers’ salary adjustment | Resolved | | 2025.05.07 | 1.Approval of consolidated financial statements of 2025Q12.Approval of the change in president.3.Approval of the proposal for managers’ other bonus.4.Approval of the proposal for 2024 managers’ compensation. | Resolved | | 2025.08.06 | 1.Approval of consolidated financial statements of 2025Q2.2.Approval of the proposal for acquisition of securities.3.Approved the Sustainability Report of 2024.4. Approval of amendments to the Audit Committee Charter.5. Approval of amendments to the Rules of Procedure for Board Meetings.6.Approval of the proposal for extending the credit line granted by CTBC and E.SUN bank.7.Approval of the proposal for new president’ salary structure | Resolved | | 2025.11.07 | 1. Approval of 2026 Annual Audit Plans.2. Approval of consolidated financial statements of 2025Q3.3. Approval of dissolution of Yuan Chen Investment Co., Ltd.4. Approval of establishment of a Korean subsidiary.5. Approval of establishment of the Nomination Committee. | Resolved | --- 2.3.9.3 Material Resolutions of Board Meetings of 2026 | Date | Important resolution | Resolutions | | --- | --- | --- | | 2026.01.29 | 1.Approval of Internal Control System Statement of 2025. 2.Approval of the business plan of 2026. 3.Approval of the proposal for extending the credit line granted by Cathay United Bank. 4.Approval of the result of 2025 managers' salary structure. 5.Approval of the proposal for 2025 managers' special bonus. 6.Approval of the proposal for 2026 managers' salary structure. | Resolved | | 2026.03.04 | 1.Approval of the parent-company-only and consolidated financial statements of 2025. 2.Approval of the business report of 2025. 3.Approval of the proposal for 2025 employees' compensation. 4.Approval of the proposal for 2025 earnings distribution. 5.Approval of the election of 9th-term Directors. 6.Approval of the proposal for the time, venue and agenda of 2026 general shareholders' meeting. 7.Approval of Audit Fee of 2026. 8.Approval of the proposal for 2025 directors' compensation. 9.Approval of the proposal for 2026 managers' salary adjustment. | Resolved | | 2026.04.22 | 1.Approval of consolidated financial statements of 2026Q1. 2. Approval of the candidates list for the 9th-term Directors (including Independent Directors) election at the 2026 hareholders' Meeting. 3.Approval of release of non-compete restrictions for newly elected Directors (including Independent Directors). 4.Approval of the proposal for managers' other bonus. | Resolved | 2.3.10 Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof. : None. --- 83 # 2.4 Information on CPA (External Auditor) Professional Fees Unit : NT$ thousands | Name of accounting firm | Name of CPAs | | Period Covered by CPA's Audit | Audit Fee | Non-audit Fee | Total | Remarks | | --- | --- | --- | --- | --- | --- | --- | --- | | Deloitte & Touche | Pei-Dep Chen | I-Ching Liu | 2025/01/01-2025/12/31 | 2,250 | 335 | 2,585 | Non-audit Fee is tax consulting service fee 250 thousand, Review of the salary checklist for full-time employees not in supervisory positions 50 thousands and Audit report on the verification of the direct deduction method for business tax 35 thousands. | | | Tiana Hsu | | | 0 | 300 | 300 | TP report | 2.4.1 When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed : None. 2.4.2 When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed : None. 2.5 Information on Replacement of CPAs : None. 2.6 Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed. The term "affiliated enterprise of a certified public accountant's accounting firm" means one in which the certified public accountants at the accounting firm of the attesting certified public accountant hold more than 50 percent of the shares, or of which such accountants hold more than half of the directorships, or a company or institution listed as an affiliated enterprise in the external publications or printed materials of the accounting firm of the certified public accountant : None. 2.7 Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report. --- # 2.7.1 Changes in Shareholding of Directors, Supervisors, Managerial Officers, and Major Shareholders Unit: Shares | Job title | Name | 2025 | | As of Apr. 30, 2026 | | | --- | --- | --- | --- | --- | --- | | | | Holding Increase (Decrease) | Pledged shareholding increase (Decrease) | Holding Increase (Decrease) | Pledged shareholding increase (Decrease) | | Representative/ Chairman / CSO | Michael Kuo | 6,533 | — | — | — | | Director/ Major shareholder | AVerMedia Technologies, Inc | — | — | — | — | | Representative/ Vice chairman/ CEO | Andy Hsi | 4,900 | — | — | — | | Representative | Jesse Lin | — | — | — | — | | Director | Wise Cap Limited Company | — | — | — | — | | Representative | Robert Lin | — | — | — | — | | Independent Director | Michael Chiang | — | — | — | — | | Independent Director | Tony Tsao | — | — | — | — | | Independent Director | Kun-Cheng Chao | — | — | — | — | | Independent Director | Hsing-Wei Chao | — | — | — | — | | President | David Kuo | — | — | — | — | | Vice President | Arthur Pait | — | — | — | — | | Vice President | Joseph Chen | 3,267 | — | — | — | | Vice President | Stanley Cheng | 2,722 | — | — | — | | Vice President | Jeff Lo | 2,000 | — | — | — | | Vice President of Finance, Accounting, and Corporate Governance | Dave Chiu | 1,679 | — | — | — | 2.7.2 Information on Transfers and Pledges of Shareholding : None. --- # 2.8 Relationship among the Top Ten Shareholders April 11, 2026 ; Unit: Shares | Name | Shareholding | | Shareholding of spouse and minor children | | Shareholding by Nominee Arrangement | | Specify the name of the entity or person and their relationship to any of the other top 10 shareholders with which the person is a related party or has a relationship of spouse or relative within the 2nd degree | | Remarks | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | % | Shares | % | Shares | % | Name | Relationship | | | AVerMedia Technologies, Inc | 46,388,504 | 49.92 | - | - | 0 | - | Chung-Song KuoChairman,CEO,PrPresident | | | | AVer Information, Inc.Representative: Chung-Song Kuo | 2,312,511 | 2.49 | 0 | - | 0 | - | AVerMedia Technologies, Inc | Chairman,CEO and President | | | Chung-Song Kuo | 2,312,511 | 2.49 | 0 | - | 0 | - | AVerMedia Technologies, Inc | Chairman,CEO and President | | | Yung-Che Chang | 2,113,799 | 2.27 | 0 | - | 0 | - | None | None | | | Zheng-Hao Jian | 1,669,000 | 1.80 | 0 | - | 0 | - | None | None | | | Lun-Chun Yeh | 814,000 | 0.88 | 0 | - | 0 | - | None | None | | | Chi-Yue Hsi | 812,253 | 0.87 | 0 | - | 0 | - | AVerMedia Technologies, Inc | Director | | | Yu Tzu Investment Co., Ltd. | 670,000 | 0.72 | 0 | - | 0 | - | None | None | | | Yu Tzu Investment Co., Ltd.Representative: Chin-Lan Kao | 0 | - | 0 | - | 0 | - | Chung-Song KuoSpouse | | | | Kun-Chou Chen | 635,239 | 0.68 | 0 | - | 0 | - | None | None | | | Shu-Hua Jiang | 615,000 | 0.66 | 0 | - | 0 | - | None | None | | | Ching-Hui Chen | 520,000 | 0.56 | 0 | - | 0 | - | None | None | | --- 2.9 The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company Dec 31,2025 : Unit : Share | Investee enterprise (Note1) | Investment by the Company | | Investment by the Directors, Supervisors, Managerial Officers and Directly or Indirectly Controlled Entities of the Company | | Total investment | | | --- | --- | --- | --- | --- | --- | --- | | | Shares | % | Shares | % | Shares | % | | AVer Information Inc. (USA) | 6,990,000 | 100 | 0 | 0 | 6,990,000 | 100 | | AVer Information Europe B.V. | (Note2) | 100 | 0 | 0 | (Note2) | 100 | | AVer Information Inc. (Japan) | 1,400 | 100 | 0 | 0 | 1,400 | 100 | | AVer Information (Vietnam) Co., Ltd. | (Note2) | 100 | 0 | 0 | (Note2) | 100 | | Yuan Chen Investment Co., Ltd | 50,000 | 100 | 0 | 0 | 50,000 | 100 | Note1 : Long-term equity investment of the Company calculated according to the equity method. Note2 : The invested company has not issued shares, so there are no shares held. 86 --- 87 # 3. Company Shares and Fund Raising ## 3.1 Capital and Shares ### 3.1.1 Sources of Capital Unit: Shares (K); Amount (NT$ thousands) | Month/Year | Issued price (NT$) | Authorized Capital | | Paid-in Capital | | Remark | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Shares | Amount | Shares | Amount | Sources of Capital | Capital paid in by assets other than cash | Other | | 2008.01 | 12.5 | 80,000 | 800,000 | 56,000 | 560,000 | Consideration to purchase assets from AVerMedia | None | Note1 | | 2008.02 | 12.5 | 80,000 | 800,000 | 56,800 | 568,000 | New issuance of Shares | None | Note2 | | 2009.04 | 34.5 | 130,000 | 1,300,000 | 66,468 | 664,681 | New issuance of Shares | None | Note3 | | 2009.04 | 10.0 | 130,000 | 1,300,000 | 74,090 | 740,900 | New issuance of Shares | None | Note3 | | 2010.07 | 10.0 | 130,000 | 1,300,000 | 82,899 | 828,990 | New issuance of Shares | None | Note4 | | 2011.07 | 10.0 | 130,000 | 1,300,000 | 88,444 | 884,440 | New issuance of Shares | None | Note5 | | 2011.09 | 43.0 | 130,000 | 1,300,000 | 98,237 | 982,370 | New issuance of Shares | None | Note6 | | 2016.05 | 20.7 | 130,000 | 1,300,000 | 97,482 | 974,820 | cancellation of the second treasury stocks 7,550 thousand | None | Note7 | | 2018.08 | 18.07 | 130,000 | 1,300,000 | 92,920 | 929,200 | cancellation of the third treasury stocks 45,620 thousand | None | Note8 | | 2019.07 | - | 150,000 | 1,500,000 | 92,920 | 929,200 | - | None | Note9 | Note1: Jan. 7,2008 No. 09701002380 issued by the Ministry of Economic Affairs, R.O.C. Note2: Apr. 3,2008 No. 09701082210 issued by the Ministry of Economic Affairs, R.O.C. (Application for correction of registered documents). Note3: May 1,2009 No. 09801087320 issued by the Ministry of Economic Affairs, R.O.C. Note4: Jul. 2,2010 No. 09901138930 issued by the Ministry of Economic Affairs, R.O.C. Note5: Jul. 25,2011 No. 10001170030 issued by the Ministry of Economic Affairs, R.O.C. Note6: Sep. 5,2011 No. 10001203390 issued by the Ministry of Economic Affairs, R.O.C. Note7: Mar. 21,2016 No. 10501051170 issued by the Ministry of Economic Affairs, R.O.C. Note8: Aug. 20,2018 No. 10701102970 issued by the Ministry of Economic Affairs, R.O.C. Note9: Jun. 17,2019 No. 10801074390 issued by the Ministry of Economic Affairs, R.O.C. (revise the registration documents to approve the amount of share capital) Unit: shares | Type of Stock | Authorized Capital | | | Remarks | | --- | --- | --- | --- | --- | | | Issued Shares | Un-issued Shares | Total | | | Common Stock | 92,919,950 | 57,080,050 | 150,000,000 | Stock option 10,000,000 shares | Information Relating to the Shelf Registration System: Not applicable --- 88 # 3.1.2 The List of Major Shareholders April 11, 2026 ; Unit: shares | Shares Names of major shareholders | Shareholding (shares) | Shareholding (%) | | --- | --- | --- | | AVerMedia Technologies, Inc | 46,388,504 | 49.92 | | Chung-Song Kuo | 2,312,511 | 2.49 | | Yung-Che Chang | 2,113,799 | 2.27 | | Zheng-Hao Jian | 1,669,000 | 1.80 | | Lun-Chun Yeh | 814,000 | 0.88 | | Chi-Yue Hsi | 812,253 | 0.87 | | Yu Tzu Investment Co., Ltd. | 670,000 | 0.72 | | Kun-Chou Chen | 635,239 | 0.68 | | Shu-Hua Jiang | 615,000 | 0.66 | | Ching-Hui Chen | 520,000 | 0.56 | # 3.1.3 Dividend Policy and Implementation Thereof ## 3.1.3.1 Dividend Policy Any earnings remaining after closure of the current financial year are first subject to income tax and reimbursement of previous losses, followed by a 10% provision for statutory reserve as required by regulations. However, no further provision shall be made once the statutory reserve reaches the amount of the Company's paid-in capital. Any excessive balance may be provided or reversed of special reserve pursuant to relevant laws. Any remaining balance in retained earnings may be appropriated as dividends in accordance with a proposal for earning distribution as approved by the Board of Directors and submit it to the shareholders' meeting for distribution of shareholder dividends. In consideration of the Company's long-term financial plans and satisfying the need of shareholders for incoming cash flow, the cash dividends shall account for no less than 10% of the total amount of dividends distributed for the current year. In the absence of other special circumstances, the amount of surplus to be distributed for the current year shall not be less than 50% of the distributable surplus for the current year. ## 3.1.3.2 Proposed Distribution of Dividend The shareholders' meeting has not yet resolved the Company's 2025 earnings distribution plan. According to the dividend distribution approved by the Board of Directors on March 4, 2026: a cash dividend of NT$1.00 per share is proposed, totaling NT$92,919,950 (rounded off to the dollar). The Employee Welfare Committee shall bear the distribution of fractional dividends under one dollar. ## 3.1.3.3 There is not a material change in dividend policy is expected. ## 3.1.4 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting. The shareholders' meeting has not yet resolved the Company's 2025 earnings distribution plan. According to the dividend distribution approved by the Board of Directors on March 4, 2026, there is no stock dividend distribution proposed. ## 3.1.5 Compensation of Employees and Directors --- 3.1.5.1 The percentages or ranges with respect to employee and director compensation, as set forth in the company's articles of incorporation The Company shall appropriate no less than 5% and no more than 20% of the current year’s profit as employee bonuses (At least 1% shall be distributed to basic-level employees.) by cash or shares upon approval of the Board of Directors. Employee bonuses may be issued to employees of subordinate companies that meet certain criteria. The Company may appropriate no more than 2% of the above profit as Directors’ remuneration upon approval of the Board of Directors. The allocation of employees' Bonus and Directors' remuneration shall be reported to the Shareholders' Meeting. However, if the Company has accumulated losses, the amount shall be set aside to cover the deficit, and then distributed to employees and Directors in accordance with the aforementioned percentage. 3.1.5.2 The basis for estimating the amount of employee and director compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period. The Company’s compensation estimates for employees and directors to be distributed according to the Company Act and the Company's articles of association are shown in 4.8.1. above. The number of shares distributed to employees is calculated based on the net value of the latest financial report audited by a CPA. However, if there is a discrepancy between the actual distribution amount and the estimated amount as resolved by the shareholders meeting subsequently and shall be regarded as a change in accounting estimates and listed as the distribution of current profit and loss. 3.1.5.3 Information on any approval by the board of directors of distribution of compensation: 3.1.5.3.1 Employee and directors' remuneration will be distributed in cash or stocks. discrepancies if any The amount of any employee compensation and supervisor and director compensation distributed in cash or stocks. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed : The compensation for employees and directors of the company in 2025 was approved by the board of directors on March 4, 2026. The amount of employee cash compensation was NT$14,501,907, and the amount of director compensation was NT$2,885,880 The amount of compensation of employees and directors approved by the board of directors had no difference from the figures estimated in the 2024 financial statements. 3.1.5.3.2 The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: Not applicable. 89 --- 3.1.5.4 The actual distribution of employee, director, and supervisor profit-sharing compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor profit-sharing compensation, additionally the discrepancy, cause, and how it is treated. The Company's estimated employee compensation in 2024 was NT$28,691,745, and the compensation to directors was NT$5,709,657. There is no difference between the estimated amount and the actual amount distributed. 3.1.6 Repurchases already completed during the latest year and up to the printing date of this annual report: None 3.1.7 Any repurchase still in progress during the latest year and up to the printing date of this annual report: None 3.2 Issuance of corporate bonds: None. 3.3 Issuance of preferred shares: None. 3.4 Issuance of global depositary receipts (GDR): None. 3.5 Issuance of employee stock options: None. 3.6 Issuance of new restricted employee shares: None. 3.7 Mergers, acquisitions, with acquisitions or issuance of new shares for acquisition of shares of other companies: None. 3.8 Capital allocation plans and implementation: None. 90 --- 91 # 4. Business Operations ## 4.1 Business Activities ### 4.1.1 Business Scope #### 4.1.1.1 Major Lines of business operations (1) Electrical Appliances and Audiovisual Electronic Products Manufacturing and trading (2) Wired Communication Mechanical Equipment Manufacturing and trading (3) Wireless Communication Mechanical Equipment Manufacturing and trading (4) Electronics Components Manufacturing and trading #### 4.1.1.2 Revenue distribution | Item | Percentage of sales revenue (%) | | --- | --- | | Integrated education and Video conferencing systems products | 100.00 | #### 4.1.1.3 Current Main Products and Services (1) Integrated presentation & laptop and mobile device charge carts AVer offers a wide variety of high-quality document cameras including USB, flexible arm, mechanical arm, and wireless document cameras, with 10 models in the existing portfolio. In addition, our products are aligned with future classroom technologies; we have developed a multifunctional document camera, a dual-use device that can take into account both document camera and video conference. In addition to introducing AI acoustic technology, it also supports the image of a second USB object camera into the one screen, allowing teachers to be more effective in teaching with a growing demand for remote teaching/learning, we offer a USB document camera with a foldable and grab-and-go design to let educators start online courses in mere moments. Furthermore, the demand for smart tools for hybrid learning has increased in the post-pandemic world; many content creators have started offering teaching apps/platforms, which presents us with opportunities. Our document cameras and teaching cameras are highly integrated with the teaching software through different platforms, allowing educators to give students assignments. To address the growing demand for wireless solutions, AVer has expanded its portfolio with compact and intuitive document cameras. By facilitating seamless movement for teachers and educators in the classroom, these products further extend AVer's competitive advantage in document cameras technology. AVer laptop and mobile device charge carts and cabinets offer intelligent, convenient and secure charging and storage solutions to manage a classroom and student tablet, Chromebook or laptop devices. With a variety of options from 12 slots, up to 42, teachers can accommodate any number of --- students in their class at any given time. Additionally, our devices are designed with child safety, sturdiness, energy saving and durability in mind. With a round angle design, schools can provide students with a child-safe learning environment. Most solutions include intelligent charging capabilities which eliminate the potential for under and over charging. The industrial-grade metal design can also provide a high level of protection against vandalism and security to keep devices secure when they are charging or being stored while not in use. In 2024, teachers' needs to protect their vocal cords during class, the first classroom audio streaming system was launched, including an audio streaming box, wireless microphone and speaker. Help teachers smoothly integrate with hybrid teaching, eliminate the boundaries between online and offline, and provide students and learners with an immersive learning experience in "audio". The system is equipped with two lightweight wireless microphones, allowing teachers to speak at a normal volume when teaching, and teach without burdening their vocal cords. Teaching performance is improved through stable and crystal-clear voice and sound quality, and students also benefit at the same time. (2) Video Conference System The video conferencing market has continued the momentum seen in 2024, with Back to Office and Hybrid Work models developing in parallel. Remote collaboration and virtual meetings have become a standard mode of operation for enterprises worldwide. Regardless of the work model adopted, video conferencing equipment has become a critical infrastructure for enhancing communication efficiency and operational flexibility. Among these, USB-based video conferencing devices, characterized by plug-and-play convenience and high deployment flexibility, remain one of the primary market demands. AVer has long been deeply engaged in the video conferencing domain. Leveraging solid R&D capabilities and reliable product quality, multiple AVer products have obtained certifications from major international cloud platforms such as Microsoft, Google, and Zoom, continuously supporting enterprises and educational institutions worldwide in building remote and hybrid work environments. In 2025, with user experience as its core focus, AVer launched the VB370A, a system-level video conferencing solution powered by the Android™ operating system and featuring built-in Zoom Rooms software. Support for Microsoft Teams and Google Meet is planned for future releases, enabling users to join meetings directly with one-touch operation from the meeting room, significantly lowering IT deployment complexity and usage barriers. This strategic move marks AVer's evolution from a BYOD peripheral device provider toward a comprehensive meeting room solution provider. Since its launch, the product has gained notable market attention and was awarded the Silver Award at the 34th Taiwan Excellence Awards, underscoring its excellence in product design and technological innovation. 92 --- To address enterprise demand for comprehensive meeting room audio quality, AVer introduced its first ceiling-mounted intelligent speakerphone system, AVer FONE700, in 2024. By integrating traditional tabletop audio equipment into a ceiling-mounted architecture, the solution effectively frees up meeting table space while enhancing overall room aesthetics and organization. In 2025, AVer further strengthened its audio performance, with a particular focus on voice pickup uniformity, sound localization accuracy, and audio processing capabilities in complex meeting environments. Through continuous optimization of AI-driven audio algorithms and system-level integration design, AVer enhances real-world performance in medium and large meeting rooms, multi-speaker scenarios, and hybrid meetings, ensuring that both remote and in-room participants enjoy a clear, natural, and stable listening experience. AVer regards audio as a core and indispensable element of the video conferencing experience. Going forward, the Company will continue to integrate its proprietary camera products with audio systems to further strengthen its overall meeting room solution capabilities, addressing enterprises' long-term demand for high-quality communication environments. To further strengthen its presence in the medium and large meeting room market, AVer plans to enter the Windows-based Microsoft Teams Rooms (MTR) system product segment in 2026, expanding the application scope of its existing video conferencing product portfolio. Through the introduction of system-level solutions, AVer will be able to participate more comprehensively in enterprise-grade and large-scale project planning, thereby enhancing its overall competitiveness in the meeting room solution market. At the same time, AVer will continue to leverage its long-established strengths in BYOD video conferencing products. Through systematic integration and bundled sales strategies, these offerings will complement future MTR system products, providing enterprise customers with more flexible meeting room deployment options. By combining BYOD and system-level solutions, AVer aims to broaden product portfolio coverage and further increase market penetration and share in the medium and large meeting room segment. Looking ahead, AVer will continue to advance its product portfolio and solution development in line with market trends and customer needs. By deepening collaboration with platform ecosystem partners, the Company seeks to steadily strengthen its long-term growth foundation in the global video conferencing market. In addition to hardware products, AVer continues to enhance its software and management platform capabilities. The upgraded Enterprise Management centralized control software enables enterprise IT administrators to monitor meeting room device status in real time, perform remote management, analyze usage data, and handle exceptions efficiently. Through practical deployment experience with domestic and international customers, AVer continuously optimizes product features and service workflows. In 2025, the Company further launched Cloud Management software, extending its cloud-based management capabilities and offering more comprehensive group 93 --- management, configuration, and troubleshooting functions. Overall, AVer continues to maintain steady R&D investment in the video conferencing field. By integrating hardware, software platforms, and AI technologies, the Company is gradually expanding its product portfolio and solution capabilities, enhancing user and enterprise administrator experiences, and further strengthening its brand competitiveness. (3) Professional PTZ cameras & auto tracking cameras The Pro AV product line, centered on "Auto Tracking" and "High-Quality PTZ Cameras," demonstrates a formidable technological leadership. The defining feature of these products is the integration of advanced AI recognition and tracking algorithms. Without the need for wearable sensors or third-party software, the cameras can precisely lock onto and track presenters. Whether in large lecture halls, university classrooms, or live broadcast venues, the 4K resolution and powerful optical zoom perfectly capture every detail. Furthermore, support for professional protocols such as NDI® and PoE+ simplifies complex cabling, enabling users without deep technical backgrounds to achieve professional-grade recording and streaming—embodying the core R&D values of being "Intelligent, Simple, and Stable." From a market perspective, global demand for high-quality, low-barrier audio-visual collaboration is experiencing explosive growth. As the education market shifts toward HyFlex learning and enterprises place greater emphasis on remote collaboration and brand streaming, these products precisely address the pain points of "reducing labor costs" and "enhancing video quality." The market no longer settles for basic imagery but seeks immersive and interactive AV experiences. Through continuous firmware upgrades and AI feature enhancements, AVer has demonstrated exceptional product iteration capabilities, maintaining a strong competitive edge in niche markets such as higher education, government sectors, and content creation. Looking ahead, AVer remains optimistic about the market. As AV transmission moves toward full IP integration (AV-over-IP), AVer has proactively positioned itself with NDI support and professional certifications (such as Zoom and Microsoft Teams), successfully integrating into the global AV ecosystem. These products are more than just hardware; they are key drivers in the transformation of hybrid work and learning models. Amidst the wave of global AV digital transformation, AVer's deep foundation in image processing and AI innovation will drive its evolution from a hardware provider to a leader in scenario-based solutions. AVer is not only solidifying its presence in existing markets but also possesses the immense potential to capture global market share in the new era of AI video streaming. # 4.1.1.4 New products planned and Services development (1) Integrated presentation & laptop and mobile device charge carts --- 95 A. Document camera The current development direction of document cameras is still focused on the integration of software and hardware. Now we are a member of the Google Cloud Advantage Partner Program (Google Partner Advantage program). It continues to actively leverage the advantages of the Google giant and integrate Google lens, which enables AVer to continue to align and evolve current and future education solutions with Google standards. The future development will continue to develop towards an educational solution provider. Furthermore, we also required highly compatible with IFP (Interactive Flat Panel) which strengthened our ability to deliver an educational solution to end-users. Meanwhile, with the emerging needs for distance learning and hybrid learning in the pandemic, we need to help educators to teach anywhere and design our new products to bridge the learning gap between virtual and in-person classes. Through AVerTouch Software, one touch connects a document camera with iPad, Chromebook or laptop devices to stream live images, and easy content sharing to engage students online and offline. B. AVerTouch software function enhancement In order to closely integrate AVer document cameras and integrated presentation tools, we continuously deliver the valuable integration of AVerTouch software to simplify complex settings, especially for wireless document cameras. Educators can plug and play or use one touch-connect to easily connect our document camera in the classroom, or from home. On the user interface, we provide a complete solution for supporting interactive touch design to enhance the teaching experience. In addition, the education solution devices with a growing demand for distance, AVerTouch now can capture live physical curriculum and, present live through Google Meet, or record and upload to a school's Google Classroom for absent students, for future lesson review. C. Audio and video integration enhancement In response to the digital learning, the attention span of audio in the classroom has changed dramatically. The need for audio is not nice-to-have, but a must-to-have now. As digital learning becomes more and more popular in the post-pandemic world, whether sound can be heard clearly has become the key. We have started to make investments into the development of the audio area continuously, by bundling video products and audio products as a solution, thereby building the AVer education ecosystem in the education market to strengthen our ability to deliver better solutions to our end-users. AVer also had developed wireless microphone, audio box and speaker products and was planning to implement the system into the classroom. (2) Video Conference System --- In the post-pandemic era, Back to Office, Hybrid Work, and diversified working models have become the new normal. Video conferencing has shifted from a value-added option to a mission-critical capability for enterprises. Amid intensifying market competition, maintaining leadership in video conferencing products has become a key strategic focus for AVer. As a globally positioned company, AVer leverages frontline market feedback, integrated R&D and manufacturing capabilities, and close collaboration with ecosystem partners to drive end-to-end product development and sustain its competitive leadership. Looking ahead to product (hardware) and technology (software) development, AVer will focus on the following three key priorities: A. System-Level Products (Microsoft Teams Rooms, MTR) To further strengthen its presence in the medium and large meeting room market, AVer plans to advance the development of system-level video conferencing products in the coming year, entering meeting room solutions centered on Microsoft Teams Rooms (MTR). Targeting enterprise and medium-to-large meeting room applications, these products will combine high-performance video and audio processing with AVer’s proprietary AI technologies to deliver differentiated intelligent imaging and audio capabilities, enhancing meeting interaction quality and user experience. At the same time, AVer will integrate its long-established BYOD video conferencing product lines through systematic bundling and solution design, offering customers more flexible and comprehensive meeting room deployment options. By complementing system-level products with BYOD devices, AVer aims to broaden portfolio coverage and strengthen competitiveness and long-term growth momentum in the medium and large meeting room segment. B. All-in-One Wide-Angle Cameras (180° / 360°) In response to hybrid work trends and diversified meeting space applications, AVer plans to develop all-in-one cameras with 180-degree field of view as well as 360-degree panoramic cameras to expand product applicability across various room types and usage scenarios. These products will focus on enhancing meeting immersion and interaction, while supporting Microsoft Teams—exclusive AI features to improve participant framing and spatial perspective. Through wide-angle and panoramic imaging designs, these solutions can effectively cover small meeting rooms, huddle spaces, and open collaboration areas, meeting enterprise needs for flexible deployment and high-quality meeting experiences. AVer will continue to integrate imaging technologies, AI algorithms, and system-level capabilities to expand its video conferencing portfolio and increase market penetration across diverse meeting formats and use cases. 96 --- C. AI Feature Development and Advancement of Audio-Visual Technologies AVer’s video conferencing products have already incorporated a wide range of practical AI features, including audio tracking, motion detection, intelligent transitions, and smart framing, helping users enhance interaction quality and ease of use across various meeting scenarios. Going forward, AVer will continue to focus on improving productivity, meeting efficiency, and overall user experience by deepening AI feature development and application, delivering intelligent video conferencing experiences that more closely align with real-world usage scenarios. At the same time, audio-visual quality remains the foundation and a critical success factor for video conferencing products. AVer will continue to advance its imaging and audio technologies through chipset platform upgrades, algorithm optimization, and enhanced system integration capabilities, strengthening overall performance in medium and large meeting rooms and complex application environments. These efforts will serve as a key development focus for next-generation video conferencing experiences. (3) Tracking camera The development of tracking cameras focuses on the algorithm improvements and improved image quality. We continue to train and modify the algorithm to address a different type of installation environment to adapt different scenarios and behavior. Pro AV cameras combined with NDI technology can realize seamless connection of tracking cameras and multi-faceted application integration, bringing revolutionary changes in audio and video production. Utilize existing network infrastructure to provide high-quality, low-latency audio and video and reduce bandwidth requirements, allowing users to enjoy best audio and video without additional bandwidth or special equipment. The integration of AI technology will invest in the development of relevant technical resources. With AI functions, we will make investment in new AI technologies continuously. In addition, video streaming technology has been enhanced, and we can provide customers convenient and simple architecture diagram. We offer existing streaming technologies, such as RTSP and NDI, and also build a partnership with audio streaming alliances to implement more video streaming protocols and expand the system compatibility of tracking camera. The number of strategic integration partners for audio and system control is also increasing. (4) Others A. Ceiling-Mounted Intelligent Speakerphone System In late 2024, AVer launched its first ceiling-mounted intelligent speakerphone system, FONE700, officially entering the large meeting room audio product segment. Through this launch, AVer established core capabilities with meaningful technical barriers in microphone array design and electro-acoustic system integration. Recognizing that audio quality plays a critical role in communication effectiveness and meeting outcomes in video conferencing applications, AVer --- continues to invest in the development of intelligent audio products to meet enterprise demand for high-quality meeting experiences. Looking ahead, AVer plans to introduce its flagship model, FONE700 PRO, in 2026, targeting more complex use cases such as extra-large meeting rooms, multi-speaker environments, and multi-camera tracking scenarios. The FONE700 PRO will further enhance sound localization accuracy, audio pickup coverage, and system integration capabilities. In addition, it will seamlessly integrate with AVer's existing USB-based and system-level video conferencing products to form a comprehensive ecosystem, progressively building AVer's deeply integrated, one-stop meeting room solution offering. B. Accelerate the R&D of new products and technologies and invest in computerized management to create intellectual property protection and knowledge management systems. C. The strategic OEM business division was established in year 2022 with dedicated resource including international business development, R&D and product/project management teams. The purpose is to provide and fulfill OEM/ODM design and service to different customers' inquiries as well as requirements. The product scope consists of three categories: camera (PTZ camera, panoramic camera, and tracking camera), all-in-one device (video soundbar, speaker phone and conference microphone), and module/services (camera module, audio module and video/audio complex module). The team had won a new project, and also enable another new project in mass production stage this year. These achievements will ensure promising growth moving forward. ## 4.1.2 Industry Overview ## 4.1.2.1 Current status and Development of the Industry ## (1) Document camera The education sector is still the largest demand-generating segment for our document cameras, but document cameras can also be used in business presentations, government departments, the medical sector, etc. The function is to combine the image processing technology of projectors, interactive flat panel laptops, or mobile devices with AVerTouch software, integrating information into teaching to overcome some teaching contents that are not easy to present, such as 3D objects and chemical experiments, so as to improve the effectiveness of teaching as well as interactive discussions between teachers and students. The education market is well-acquainted with document camera applications, and with teachers increasingly integrating these devices into their daily instruction, we anticipate a strong and steady demand for replacement units. As digital learning becomes more pervasive and interactive flat panels (IFPs) become a classroom standard, the seamless integration of document camera with interactive flat displays will be a primary focus of our development. In the post-pandemic period, the need for integration of audio equipment in the classroom will also be one of the key development directions. 98 --- (2) Laptop and mobile device charge carts Laptop and mobile devices as teaching/learning tools are becoming a common part of the education experience in classrooms; AVer offers an array of laptop and mobile device charge carts and cabinets to manage a classroom and student tablet. Through intelligent charging technology, different brand devices can be charged in a smart way, eliminating the potential for under and overcharging. Teachers can focus on teaching instead of spending some time managing devices. According to the technology trends of tablets and laptops, the USB C charging interface has become increasingly popular as a standard. As an auxiliary charging device for tablets and laptops, the replacement demand for USB C charging interfaces will become a future opportunity. It will become a standard specification, thereby increasing the continued bidding demand in the charging equipment market. (3) Professional PTZ tracking cameras & auto tracking cameras The future development directions will focus on the improvement of image quality, AI tracking technologies and new application technologies. In addition, the integration with other products in the ecosystem will also one of the focuses of future development, because professional PTZ tracking cameras and auto tracking cameras are part of the overall solution in the audio-visual market. AI-driven tracking is increasingly becoming a standard feature for mid-to-high-end models. A growing number of products now incorporate AI tracking, voice tracking, and auto-framing functions to minimize manual production costs. Additionally, image quality continues to advance, with 4K resolution and high-ratio optical zoom serving as the baseline for the high-end market. Finally, the shift toward full AV-over-IP and cloud collaboration—driven by the widespread adoption of technologies like NDI®—enables devices to be integrated across regions into a networked ecosystem. A key development focus lies in the level of integration between a product and its ecosystem. A prime example is the synergy with speaker and microphone systems to provide voice-tracking applications, further illustrating the importance of ecosystem integration. (4) Video Conferencing System The post-pandemic era has fundamentally reshaped global work patterns. Back to Office and Hybrid Work models are developing in parallel, and enterprises' reliance on cross-location collaboration and remote communication has become the norm. According to a research report released by Frost & Sullivan in 2025, despite ongoing challenges such as global macroeconomic slowdown, geopolitical uncertainty, and cautious corporate capital expenditures—which have led to a more conservative short-term approach to video conferencing equipment procurement—the operational and communication value delivered by video conferencing has become deeply embedded across industries. As return-to-office initiatives continue and hybrid collaboration evolves into a long-term trend, demand for video conferencing equipment is expected to grow in 2025 and maintain steady expansion into 2026. Frost & Sullivan further notes that AI has emerged as a key market driver. Vendors that achieve leadership in critical AI technologies, enhance user experience, and create added value such as meeting equity and meeting insights will be better positioned to build sustainable long- --- term competitive advantages. Overall, the video conferencing market is expected to maintain a double-digit compound annual growth rate (CAGR) over the next five years, with continued increases in market penetration, indicating solid mid- to long-term growth momentum. From an application perspective, enterprise communication models are gradually shifting toward video-first communication, driving meeting room deployments toward higher specifications and multi-device collaboration. In addition to small and medium-to-large meeting rooms, diversified use cases such as flexible spaces and all-hands rooms have emerged in recent years. Market research indicates that, to ensure balanced interaction experiences for both remote and in-room participants, enterprises are increasingly deploying multiple cameras and integrated audio systems in medium and large meeting rooms. It is estimated that by 2028, at least one out of every five medium-to-large meeting rooms will adopt multi-camera configurations. This trend is not only driving demand for high-end video and audio equipment, but also accelerating enterprise adoption of system-integrated and solution-oriented products. Moreover, amid continued economic and operational uncertainty, enterprises are placing greater emphasis on flexible use of meeting spaces and prudent long-term asset investment, further increasing demand for scalable and integrable video conferencing solutions. In terms of product development direction, the video conferencing industry is evolving from competition based primarily on standalone hardware specifications toward competition centered on overall user experience and ecosystem integration capabilities. For medium and large meeting rooms, technologies such as multi-camera systems, high-zoom capabilities, and AI-based video and audio tracking have become mainstream. In contrast, for small and flexible spaces, the focus is increasingly on ultra-wide field of view, all-in-one design, and rapid deployment. Beyond hardware, the importance of software and platform integration continues to rise. The ability to closely integrate with major cloud communication platforms—such as Microsoft, Zoom, and Google—and to deliver meeting equity, reduce meeting fatigue, and enhance collaboration efficiency through coordinated hardware–software design has become a key differentiator between market-leading brands and other competitors. Overall, as enterprises continue to invest in hybrid work models over the long term, the video conferencing industry is expected to retain strong development potential beyond 2026. ## (5) OEM/ODM market and business opportunities With the increasing demands of video conferencing and streaming trend, more brand vendors joined this market. This includes PC and peripheral giants such as Dell, HP, Lenovo and others. Also, HP/Poly had launched few new products since the acquisition in 2022 Q3. Last but not the least, Microsoft have been promoting and enlarging partner map for Teams ecosystem. This indirectly create OEM/ODM business opportunities. Since the beginning of this year, this division had provided design / manufacture and MP shipment for customers in APAC region as success case. Concurrently this division is business developing in multiple regions (such as EU, US, OCEA) as well as building new and existing customer relationship as well as partnerships. With the continuous battle for China-US trade war, the demands for non-China made vendors 100 --- are increasing dramatically. AVer brings high awareness in OEM/ODM space as AVer effectively leverages the made-in-Taiwan manufacture advantage to proactive engage with rebrand customers with mature technologies in Video- and Audio-related design and manufacture capability. # (6) Market Sales in Recent Years AVer Information mainly sells its proprietary brands through exports. To improve the supply and post-sales service to clients, we have established sales and service bases in key markets such as the United States, Germany, Britain, Spain, France, the Netherlands, Thailand, Russia, Japan, and mainland China. The goal is to adopt localized marketing and services according to the different cultures of different countries. The Company has also strengthened its marketing network worldwide, made market demand forecasts according to client orders, and provided clients with the most immediate and satisfactory post-sales services while quickly shipping products to clients worldwide. The Aver brand has established a considerable reputation and professional image in the United States, Europe, Asia, the Middle East, Oceania, and mainland China. Its marketing area covers thousands of bases in over 100 countries worldwide. # 4.1.2.2 Links between the upstream, midstream, and downstream segments of the industry supply chain The Company is a midstream R&D and manufacturing supplier.  # 4.1.2.3 Development Trends and Competition for product (1) Integrated presentation, laptop and mobile device charge carts & wireless microphone system --- We will continue to focus on the education market in the short and medium-term strategy. Keep developing new technologies and products, and enhancing our existing product portfolios, such as document cameras, wireless document cameras, laptop and mobile device charge carts, wireless microphone system and AVerTouch software. Through AVerTouch software or apps to show the potential of the AVer document cameras, allowing teachers and students to work closely. In addition, we will also consider different teaching environments as the development direction of future products according to a new normal after the pandemic. With medium and long-term strategy, we will focus on new market exploration of existing document cameras and laptops and mobile charge carts to fulfill the potential market need. And consider the possibility of product integration for audio device in the classroom. Professional tracking cameras will continue to focus on channels and research and development investment, continuously expand AI algorithm implantation, and improve image quality and clarity. We are launching the dual lens camera to expand product line depth. We provide high-resolution, real-time and smooth video streaming products. In addition, we will also expand our PTZ management software to support setups from 16 devices to 200 devices. It can reduce management costs and increase the popularity of online teaching. (2) Video Conferencing In the post-pandemic era, diversified work models have become the norm for enterprise operations, and the importance of video communication in daily work continues to increase. Video conferencing is no longer limited to specific industries or a small number of roles; instead, it is widely applied across enterprise decision-making, cross-department collaboration, and external communications. As the frequency of video meetings rises, global enterprises are increasingly focused on how to reduce video fatigue (such as Zoom fatigue) in high-density online interaction environments, improve meeting efficiency, and effectively manage cross-time-zone and geographically dispersed teams—while balancing flexibility with consensus building. Against this backdrop, the development of video conferencing products is shifting from a focus on standalone hardware features toward an emphasis on overall user experience, intelligent applications, and support for diverse meeting scenarios, intensifying competition across product categories. A. Collaboration Bars (All-in-One Video Conferencing Systems) All-in-One Collaboration Bars and video conferencing systems with built-in communication software have become one of the fastest-growing product categories in the video conferencing market in recent years. Both AVer and major competitors have actively launched related products, with a particularly strong wave of new releases showcased at international exhibitions in 2024. Collaboration Bars integrate wide-angle or 4K cameras, directional microphones, and soundbars into a single device that can be quickly installed above or below displays, simplifying cabling, improving deployment efficiency, and enhancing meeting room aesthetics. As the market matures, competition 102 --- has moved beyond basic integration toward advanced applications such as dual-camera designs, AI-enhanced video and audio, audio fencing, intelligent transitions, and video fencing—key differentiators enabling brands to stand out in the All-in-One video conferencing segment. ## B. Intelligent Meetings (Intelligent Audio Tracking / Intelligent Noise Reduction) The core of video conferencing lies in the effective integration of video and audio. Beyond ongoing improvements in baseline audio-visual quality through hardware upgrades (such as 4K imaging and chipset platform updates), a major industry focus is enabling more natural and real-time transmission of meeting context, allowing remote participants to experience a level of engagement closer to in-person meetings. In recent years, intelligent audio tracking—which identifies active speakers in real time and automatically switches camera views—has become a key application for enhancing meeting immersion, effectively replicating the experience of live production switching. In addition, in meeting rooms where enterprises have already deployed dedicated audio systems, the ability of newly introduced video conferencing devices to seamlessly integrate with existing audio infrastructures and deliver system-level synergy has become an important competitive threshold. Meanwhile, intelligent noise reduction and noise-blocking features built into All-in-One devices rely heavily on advanced audio-visual processing and AI algorithm integration, serving as a critical demonstration of vendors' technical capabilities. ## C. Multi-Camera and Multi-Stream (Multi-Camera / Multi-Stream) The fundamental goal of video conferencing is to enable real-time communication without geographic constraints. As the market evolves, product architectures are expanding from single-camera setups to multi-lens, multi-camera, and panoramic camera configurations. This trend is driven by the need to capture multiple perspectives and participants simultaneously within meeting rooms, enabling remote attendees to perceive in-room interactions and non-verbal communication cues in real time—thereby enhancing meeting equity and immersion. With the growing adoption of multi-camera solutions, competition is no longer limited to hardware specifications but increasingly depends on software and system integration capabilities. Major platform providers such as Zoom and Microsoft have introduced features like Intelligent Director and Intelligent Camera in recent years, leveraging multi-stream technology to process and transmit multiple video feeds simultaneously. These capabilities enhance the flexibility of AI applications and overall meeting experience, becoming key factors in enterprise adoption decisions. Overall, the continued growth of demand for video conferencing solutions is a clear industry trend. In this context, the ability to deliver video products that balance communication efficiency with rich interaction experiences—and to integrate deeply with leading cloud platforms such as Microsoft, Zoom, and Google to support Unified Communications—will be critical for video conferencing brands seeking to establish sustainable long-term competitive advantages in the market. 103 --- 104 # 4.1.2.4 Competition The education market is competitive due to interactive teaching; future classroom hybrid teaching and hybrid learning are popular in the education market. As a result, camera manufacturers, electronic whiteboard manufacturers and interactive flat panel manufacturers can be regarded as our competitors. Our competitiveness depends upon our ability to integrate different products into an education solution as well as camera image quality, audio technology which is different from our competitors' strength in hardware or software capabilities. For instance, we bundle our 4K document camera, AVerTouch software, and interactive flat panel to compete with our competitors as a total education solution provider. The product integration of document cameras, microphones and speakers also demonstrates AVer's technology integration capabilities. In addition, document camera technology is complex and professional compared with projectors. Projector manufacturers are therefore unable to compete. This means that the existing manufacturer such as AVer is still able to gain a competitive advantage over our rivals in the education market. As a player in the specialized and stable EdTech sector, AVer remains both open and ambitious. We embrace healthy competition, believing it captivates the market and speeds up the pace of product innovation. For us, competition is a driving force that pushes us to break through limits and evolve. It ensures that AVer stays at the forefront of the global digital transformation, consistently delivering where technology meets real-world market needs." According to the latest studies conducted by international market research institutions such as Frost & Sullivan Research and Wainhouse Research, the global video conferencing endpoint equipment market continues to demonstrate growth potential over the next five years, with market size projected to reach approximately USD 7.1 billion by 2028. This sustained growth momentum has attracted a diverse range of competitors, resulting in an increasingly diversified and highly competitive market landscape. Competitors include cost-driven, low-price brands; vendors transitioning from digital camera or security equipment businesses; and system-oriented and integrated solution providers expanding into the video conferencing domain. However, the fundamental purpose of video conferencing products is to help enterprises improve communication efficiency and overall productivity. Competition based solely on low pricing strategies or hardware specification stacking often overlooks the core value of Unified Communications and long-term user experience. Overall, market share remains largely concentrated among leading vendors with strong global brand recognition, mature hardware–software integration capabilities, and well-established ecosystems—such as Logitech and HP Poly—which continue to hold significant advantages in brand trust, platform integration, channel coverage, and solution depth. Beyond established market leaders, several competitors have risen rapidly in recent years. For example, Yealink, a Chinese brand originating from traditional SIP phone products, has actively expanded into the cloud video conferencing market. MaxHub, an interactive flat panel (IFP) brand, has successfully obtained Microsoft certification and expanded its meeting room applications. European startup Neat has --- achieved rapid growth through strong partnerships with cloud platform providers. In addition, certain environmental control and control system brands—such as Crestron—have crossed into the video conferencing space, collectively forming a competitive force that cannot be overlooked. Within this competitive environment, AVer, as a Taiwan-based brand, has leveraged years of accumulated R&D expertise and product quality to establish itself as a credible global competitor. Since 2019, AVer has been recognized by international vendors as a key competitor, reflecting its growing competitiveness in the global market. In recent years, AVer has actively expanded into overseas markets including Europe, India, and Southeast Asia, gradually building growth momentum beyond its core markets in Taiwan and the United States. At the same time, by engaging with major video conferencing ecosystems such as Google, Zoom, and Microsoft, AVer continues to align its product development and brand visibility with international industry standards. AVer also operates self-built smart factories as its primary production base, reducing supply chain uncertainty and maintaining a positive cycle across R&D, manufacturing, and market development. The Company's products have consistently received Taiwan Excellence Awards as well as multiple international design and technology awards, underscoring its overall competitiveness and recognition in the market. # 4.1.3 Technologies Overview, Research and Development 4.1.3.1 Research and Development Expenses in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report | Year Item | 2025 | 2026(As of April 30) | | --- | --- | --- | | R&D Expenses | 454,441 | 156,849 | # 4.1.3.2 Successfully developed technologies or products. Imaging products require a high proportion of R&D funds and workforce in average annual investment. Despite the ever-changing information industry, AVer Information insists on creating the mainstream instead of following the trend. The Company has established a solid foundation in the briefing, tablet charging and storage carts, and video conferencing industries. We have the most advanced technology, the most comprehensive product line, and the most abundant experience in the industry. The Company can only maintain competitiveness in this fiercely competitive environment via continuous technological innovation and market planning. AVer Information has won numerous breakthroughs and awards in technology and innovation. The representative technologies and/or products are as follows: --- | Year | R & D results | | --- | --- | | 2025 | 1.January 2025: Launched the all-new AVer M11WB Wireless Document Camera. Tailor-made for K-12 digital classrooms, it provides a smart and flexible teaching solution.2.January 2025: Introduced the AmpliWave Go, a portable mobile audio system specifically designed for education. Combining a speaker and microphone, it delivers crystal-clear audio and fosters active student engagement for an enhanced learning experience.3.June 2025: Released two new 4K BYOM switchers: AVer HUB35-EXT35 and HUB30. Featuring 4K video transmission and high-speed charging via USB-C, alongside AI-driven dual-camera switching and an intuitive interface, these products revolutionize collaboration in corporate meetings, hybrid teaching, and live events.4.June 2025: Announced that four AI Pro AV cameras—AVer PTZ211, PTZ310UV2, TR315, and TR211—have officially received Microsoft Teams Certification. This certification ensures plug-and-play convenience and an optimized user experience for enterprise, education, and live production needs.5.July 2025: Officially launched the AVer MT100 Matrix Tracking Box. Designed for hybrid learning and business meetings, it emphasizes a plug-and-play setup and an intuitive user experience.6.July 2025: Announced that the next-generation dual-lens auto-tracking cameras, AVer TR535 and TR535N, have earned Zoom Certification, delivering superior image quality and highly engaging Zoom meeting experiences for both remote and in-person participants.7.September 2025: Announced that the AVer PTZ231 and PTZ211 PTZ cameras are now Zoom Certified. Leveraging AI imaging technology and stable high-definition performance, they provide users with a more immersive and seamless Zoom meeting and hybrid collaboration experience.8.October 2025: Announced that three Pro AV cameras—AVer TR335, PTZ330UV2, and PTZ231—have officially received Microsoft Teams Certification.9.November 2025: The AVer M11WB Wireless Document Camera and the TR615 AI Auto-Tracking PTZ Camera were honored with the 34th Taiwan Excellence Award.10.December 2025: The AVer TR615 Broadcast-Grade Auto-Tracking Camera officially obtained NDI® HX3 Certification. This milestone signifies TR615 full integration into the global professional production ecosystem, offering lower latency, higher quality, and more efficient video production workflows.11.PTZ camera sorting technology: from TV line to SFR; Real time automatic testing software at production phase.12.May 2025:Audio performance was enhanced through the introduction of AI-based audio processing technology for large meeting rooms, improving voice pickup accuracy and overall listening quality during conferences.13.September 2025:The new VB150 videobar for small meeting rooms was launched. Built upon the foundation of existing products, its functionality and design were further optimized to better address the practical needs of small meeting room environments.14.October 2025:The ceiling-mounted intelligent speakerphone system FONE700 obtained Microsoft Teams certification, strengthening its compatibility and application value in enterprise-grade video conferencing environments.15.November 2025:The system-level video conferencing product VB370A was awarded the Silver Award at the 34th Taiwan Excellence Awards, demonstrating AVer's R&D capabilities in system integration and product design.16.December 2025:The system-level product VB370A added support for SIP and H.323 communication protocols, expanding the flexibility of its existing communication architecture and enhancing compatibility for enterprise and professional meeting scenarios. | # 4.1.4 Long-Term and Short-Term Business Development Plans # 4.1.4.1 Short-Term Development Plan # (1) Product R&D and Patents In 2025, the Company has invested over $18\%$ of its turnover in R&D expenses to actively develop short-, medium-, and long-term core technical capabilities. The goal is to accelerate the development of new products and technologies and provide products that meet the needs of the markets and consumers. Deeply cultivate various product lines and market segments to maximize product value. While maintaining technological leadership, the Company has also paid significantly to intellectual property protection and knowledge management. The Company's R&D unit will have obtained at least 8 invention patents in Europe, the United States, Japan, and other countries by the end of 2026. We have continued --- to invest in R&D resources to develop proprietary technologies to raise the entry threshold of the digital video industry and embrace intellectual property protection rights to maintain our R&D results and the leading technology position. Integrated presentation products focus on the K12 and higher education market, and looking for other vertical markets, like government and broadcasting. AVer and will continue to develop, with high image quality, and high zoom ratio auto tracking cameras wireless document cameras, AVerTouch software, and integration with IFP (Interactive Flat Panel), projectors to establish the connection between document cameras and networking. In addition, we will continue to develop remote teaching/hybrid teaching cameras to meet different teaching scenarios and become a total education solution provider in the future. At the same time, we will also explore the new applications of document cameras auto tracking cameras in adjacent markets. In the short term, AVer will continue to strengthen the market foundation of its existing BYOD video conferencing products, with a focus on ongoing improvements in product reliability, audio-visual quality, and overall user experience. Through continuous software and firmware upgrades, as well as the enhancement of AI-driven capabilities, AVer aims to further differentiate its products and increase customer engagement and retention. In parallel, for medium and large meeting room applications, the Company will enhance multi-camera solutions, intelligent audio tracking, and integrated audio capabilities, while working closely with channel partners and system integrators to promote solution-based selling and increase the proportion of project-driven business. From a mid- to long-term perspective, AVer will gradually evolve from a single-device supplier into a comprehensive meeting room solution provider. The Company will continue to expand its system-level product portfolio and further penetrate enterprise-grade meeting room markets, including Microsoft Teams Rooms. By combining its well-established BYOD product lines with next-generation system products, AVer will create flexible and scalable solution offerings. At the same time, by deepening collaboration with cloud platform ecosystem partners, AVer aims to expand its presence in medium and large meeting room markets and build sustainable, long-term growth momentum for the Company. The short-term business plan for OEM/ODM division is to provide design and engineering service based on product with currently existing technology, focusing on key brand customers in video conferencing vertical. For mid- to long-term business plan, OEM/ODM division will diversify market verticals and applications such as smart industry, smart retail, smart transportation, etc. Leveraging AVer's core technology in audio and video related field. Furthermore, OEM/ODM division will innovate and develop new business model(s). For example, to self-design and provide key components to strengthen supply chain advantage and positioning. (2) Talent Development Recruit and train outstanding international professionals in R&D, marketing, business, and 107 --- management. Regularly conduct 180-degree management satisfaction surveys, establish a talent and succession database, and promote outstanding talents to maintain the company's international competitiveness. (3) Business Marketing and Global Thinking The Company focuses on international commerce. To expand the global market and serve overseas customers, we have successfully established several overseas subsidiaries/branches, marketing bases, and regional operation centers in Europe. We have adopted the global localization policy, deeply cultivating the local markets of various countries, quickly integrated subsidiaries/branches, and evaluated the responses of local business representatives and distributors regarding information, technology, and local markets. We will continue to develop novel digital video products and open up new market opportunities to meet the global market trend. (4) Operation Management Use information technology to construct e-management for collaborative operation with industry peers and improve organizational performance. Use the computer information system to quickly provide the reference information the decision-making managers need and help them grasp the opportunities and make the best decisions. (5) Financial Performance Follow government policies, improve the financial structure, ensure simultaneous revenue and profit growth, and create maximum profits for shareholders. (6) Strategy Integration and Cost Management To focus on how the Company's resources, strategies, and organizational goals are used to create the most value for all shareholders, the Company has established causal relationship quantitative indicators for departments and individuals in the finance, client, internal process, and learning and growth aspects. The goal is to formulate implementation plans for all employees to execute and accomplish the Company's missions. In response to the competition and challenges of the globalization era and to improve overall performance, the Company has closely linked costs and operations to assess corporate operating value creation and cost control. The goal is to improve operational efficiency and management strategies. (7) Enhance AVer's brand image, and ingrain goodwill in consumers' hearts. AVer Information's proprietary brand, Aver, is sold in over 100 countries worldwide. We focus on the online video communication field and the briefing product market, and we aim to provide technological innovations and customer satisfaction services. We have participated in professional exhibitions and won recognitions and awards in production, government, academic, research, and other fields. The Company has continued to maintain the leading position of AVer's physical cameras in the European and American markets, strengthened its global brand image, and won over the hearts of users 108 --- and consumers. (8) Strengthen the Competitive Advantages and Strive for International Valuable ODM/OEM Strategic Partners Attract international professionals, enhance R&D competitiveness and improve the product manufacturing process, form strategic alliances with major global manufacturers to jointly launch digital video products with the latest specifications, strive for valuable ODM/OEM orders, achieve economic scale to reduce costs, and accelerate quality improvement to meet the international standards and green product requirements. (9) Strengthen the Operational Capability of the Electronic Service System and Improve Operational Efficiency Programmatically improve the electronic operating system of each process to shorten R&D/manufacturing time, improve service efficiency, reduce inventory, and accelerate production turnover. ## 4.1.4.2 Medium- and Long-term Business Development Plans (1) Deeply Cultivate various Product Lines and Market Segments to Maximize the Product Value Implement marketing promotion strategies for product lines and market segments to maximize product value. (2) Grasp the Market Trend and Expand the Competitive Advantage Our business marketing and product management team collects and integrates the market and industry information from various subsidiaries/branches and distributors worldwide to provide a future reference for the Company's product R&D. The goal is to meet the needs of the education market, video conferencing market, and the industry and business circles by expediting new product launches and winning market opportunities. In addition, a wide range of subsidiaries/branches and offices will be established to support the increasingly rich product lines and customization capabilities. The goal is to meet regional or local needs, deepen customer service, and popularize video conferencing and presentation products. (3) Technological Innovation, Development, and New Product Lines Related to Imaging Technology Continue to focus on core technology development as well as R&D of innovative product lines related to imaging technology to expand businesses and strengthen performance. (4) Practice the "Do Everything Right the First Time to Satisfy Internal and External Clients of the Company" Policy Implementing the upstream and downstream "process" should be regarded as the clients' concept. We aim to implement comprehensive quality management to strengthen the quality and efficiency of each department. Our goal is to provide clients with satisfactory services and products, give 109 --- shareholders reasonable profits and remuneration, offer employees perfect care packages, fulfill their social responsibilities as corporate citizens, and protect the environment. ## 4.2 Market, Production and Sales ### 4.2.1 Market Analysis #### 4.2.1.1 Sales Areas for Main Products AVer Information mainly sells its proprietary brands through exports. To improve the supply and post-sales service to clients, we have established sales and service bases in key markets such as the United States, Germany, Britain, Spain, France, the Netherlands, Japan, Korea, Thailand, Russia, and mainland China. The goal is to adopt localized marketing and services according to the different cultures of different countries. The Company has also strengthened its marketing network worldwide, made market demand forecasts according to client orders, and provided clients with the most immediate and satisfactory post-sales services while quickly shipping products to clients worldwide. #### 4.2.1.2 Market Share & Competition Status Although there is currently no impartial organization to conduct market share surveys for the Company's online video, video conferencing, and presentation series products in the industry, the Company has achieved a good reputation and gained a foothold in the industry with the stable education market development in recent years. However, the competition has also become increasingly fierce. In light of increasingly fierce global competition, the Company has actively devoted itself to R&D and innovation. It has continued to adopt the dual-track marketing strategy for its proprietary and valuable ODM. The Company plans to continue to seize a relatively high market share by launching products with excellent quality and innovative functions that are superior to those from top competitors and selling them globally under the "AVer" brand. #### 4.2.1.3 Future Market Supply and Demand and Future Growth Reflecting on 2025, the global EdTech market entered a phase of "Deepened Digital Transformation." Despite short-term disruptions in the first half of the year—such as the deferral of U.S. K-12 education budgets and geopolitical fluctuations leading to slower growth in educational product lines—government allocations for digital education have gradually stabilized following the conclusion of global elections in the second half. On the demand side, the educational landscape has shifted from basic "hardware installation" to "AI-driven integration and value-added features." Traditional document cameras and standalone display devices no longer suffice for modern instructional needs; instead, there is robust demand for audio-visual equipment that combines AI auto-tracking, audio enhancement, and hybrid learning capabilities. On the supply side, AVer has leveraged its vertical integration strengths to optimize supply chain resilience, ensuring global availability and stable after-sales maintenance. As AI technology matures, higher education institutions are increasingly seeking professional PTZ 110 --- tracking cameras and all-in-one video systems to build cross-campus remote lecture halls. Building on its leadership in the professional PTZ camera market, AVer will further deepen its customized solutions. EdTech has evolved into a strategic pillar for enhancing national competitiveness worldwide. According to market research, the global smart education market is expected to maintain double-digit compound annual growth rates over the next five years. Moving forward, AVer will continue to prioritize "AI AV Core Technology" as its R&D focus. Through continuous software-hardware integration and the expansion of our global presence, we aim to extend educational technology beyond the classroom, creating long-term, stable revenue growth in an ever-changing environment. In the post-pandemic era, diversified work models have profoundly reshaped how enterprises operate, and the importance of video communication in daily business activities continues to rise. According to market research institutions such as Frost & Sullivan Research, the global video conferencing endpoint equipment market is projected to reach approximately USD 7.1 billion by 2028, with a double-digit compound annual growth rate (CAGR) over the next five years, underscoring the market's long-term growth potential. At the same time, as enterprises adopt a combination of return-to-office and hybrid work models, the penetration of video conferencing equipment is expected to continue increasing. Market demand is gradually shifting from single-device purchases toward multi-device, systemized, and solution-oriented deployments. Looking ahead, with the continued maturation of network infrastructure and the deeper integration of cloud platforms and AI applications, video conferencing systems are expected to see growth in both scale and quality. As a result, this segment will remain a key strategic focus for major industry players in the years to come. ## 4.2.1.4 Competitive Niche ### (1) Professional R&D and Product Design Capabilities AVer Information has image-processing software and hardware development capabilities, providing high compatibility, stability, professionalism, and performance video conferencing and presentation-related products. In particular, the demands for the education market and the video conferencing market are different from the general consumer market. It requires years of experience to create briefing products that meet the needs of the application market and clients. AVer Information has been focusing on image processing technology for many years. It is one of the few manufacturers with video conferencing system design experience, software, and hardware development capabilities, as well as institutional and optical integration. These factors give Company A an important competitive advantage over PC manufacturers, Netcom manufacturers, and system integrators. Its product design can truly meet the needs of the education market, and the company also has higher R&D capabilities for customized needs. AVer Information's professional management offers the capacity to continuously invest in product revision and follow-up services and is the key to winning the client's favor. 111 --- (2) Global Proprietary Brand Management The education, industrial, and commercial markets pay high attention to the stability and durability of the products. Since the establishment of the Company, AVer Information has marketed and sold its proprietary brand AVer worldwide. Meanwhile, AVer Information's products are all designed and manufactured in Taiwan, which can better assure overseas clients of its manufacturing quality and product stability. This is an advantage that many of its peers lack. (3) R&D and Innovation of Environmental Protection & Energy Conservation Products Global environmental protection awareness continues to develop, and many safety regulations are gradually being implemented. Since its established, AVer Information has established a quality, environmental safety, and health management system. The Company has also continued to obtain safety certifications that have exceeded the product development safety standards required by various government agencies. We care about more than just ensuring product compliance. Our green products are produced with environmental friendliness as the main consideration, and they are dedicated to the environmental protection of the earth. 4.2.1.5 Advantages and Unfavorable Factors to Long-Term Development and Responding Measures (1) Advantages A. Market growth According to a survey of the global education market, developed and developing countries continue to invest in education funds, laptops and mobile devices are still having growing demand in the global K-12 market, and more and more teachers and students will use laptops and mobile devices for classroom teaching/learning. This will also change the teacher's behavior and student learning environment. Laptops and mobile devices are more and more common parts of the educational experience in classrooms and will be a future trend around the world. Not only in the USA but also in Europe and Asia. The evolution of classroom technology will change and drive the market of charging cart market as well as become a new factor driving the market when the document camera market is saturated. In addition, the multifunction document camera and wireless microphone product line will also become a growth driver for shipments. The video conferencing system market continues to demonstrate significant growth potential. As the return to office, remote work, and hybrid work models become the norm for enterprises, video conferencing has evolved into a high-frequency, everyday business application. Market demand is no longer reflected solely in the growth of installed equipment, but also in rising expectations for system stability, integration, and overall user experience. Enterprise customers are gradually shifting away from a purely hardware specification-driven purchasing mindset toward a greater emphasis on comprehensive solutions and long-term usage value. As a result, products that rely solely on hardware stacking or single IC vendor-provided algorithm packages are increasingly unable to fully meet real- --- world application requirements. Within this competitive landscape, AVer leverages its many years of deep expertise in the video conferencing domain—encompassing electronics, optics, mechanical design, and software and firmware development—to continuously invest in AI-driven video and audio algorithm innovation. By placing user behavior and real meeting scenarios at the center of product design, AVer delivers differentiated and practical user experiences. At the same time, AVer has built a broad market foundation through its long-standing focus on BYOD video conferencing products, and has further expanded into system-level and solution-oriented offerings to increase coverage in medium and large meeting room applications. In addition, through the establishment of self-operated smart factories, AVer maintains strong control over manufacturing quality and supply chain stability. By deepening strategic collaborations with ecosystem partners such as Microsoft, Zoom, and Google, and combining these efforts with comprehensive after-sales service and technical support, AVer continues to strengthen its sustainable competitive advantage in a highly competitive market. ## B. Improvement of image compression and NDI technology As video compression technology has been continued improved, video streaming has become the mainstream of the market, and related equipment manufacturers have also formed a rich and complete solution for users. On one hand, it can reduce installation costs. On the other hand, it can also reduce the overall required products' costs. It is expected to stimulate users' installation needs and become a growth driver of the professional camera. By integrating NDI technology, we can provide customers with a smoother live broadcast and recording experience, helping them to create high-quality content. We firmly believe that NDI is the future of audio and video production and are proud to offer it to customers as a core capability of AVer's Pro AV cameras. ## C. Demand for Auto-Tracking Technology Our industry-leading, proprietary AI auto-tracking technology enables cameras to lock onto presenters with precision. Even in dynamic environments like classrooms or meeting rooms, it achieves smooth and stable image capture without the need for wearable devices or manual remote control. This "unobtrusive" technical advantage significantly lowers the operational barriers and labor costs for schools and enterprises while creating high market differentiation and value. ## D. Technology-oriented Technology Company AVer Information has comprehensive software and hardware R&D capabilities. In 2025, our R&D expenses accounted for 18% of the turnover, and the proportion of R&D personnel exceeded 42%. We are committed to technological innovation, functional integration, as well as electromechanical, optoelectronics, software, and hardware patent applications. We aim to seize the 113 --- opportunities in every specification change and continue to improve the brand image and sales advantages of our leading technologies. ## E. Well-balanced Organization AVer Information Technology attaches great importance to the balanced development of the organization to succeed via technology. The Company has also established the Aver international brand in addition to perfecting its R&D, manufacturing, and quality. In addition, internal management, auditing, education and training, and the balanced growth of each department has always been the goal pursued by the Company's policy. AVer Information has completed the construction of a lead-free and non-toxic production environment in response to the green trend. Our production process conforms to the RoHS environmental protection regulatory requirements. Our products have passed the ISO9001 (quality management), ISO14001 (environmental management), ISO 45001 (safety management), IECQ QC080000 (hazardous substance management), and other certifications. We also conform to the Authorized Economic Operator (AEO) & ISO 28000 (Supply Chain Security Management) implementation rules to manage the relevant goods and provide supply chain security. The Company has also organized an independent greenhouse gas inventory according to ISO 14064-1, and our products have passed the PAS2050 carbon footprint certification. AVer Information has obtained green partner certification from numerous world-class computer manufacturers. All of these efforts are geared to ensure supply quality and green commitment. AVer Information gradually laid a solid technical foundation and deployed marketing channels. It is necessary to combine a variety of design specialties to overcome the threshold of numerous components and complex processes because most video products combine digital, analog, software, and hardware technologies with the know-how of electromechanical integration. Therefore, the threshold for large factories to enter this field is high, and the technical obstacles for smaller factories are even greater. ## (2) Unfavorable Factors and Countermeasures ### A. Rise and Competition of Regional Consciousness Nations worldwide are affected by financial turmoil, resulting in the rise of regional awareness and export obstacles. On the other hand, the exchange rate volatility is also a challenge for Taiwanese manufacturers in the international arena. In light of this obstacle, AVer Information has moved rapidly towards internationalization. The Company's main base is in Taiwan. Still, it has deeply cultivated the local markets of various countries, established an international brand, and obtained local recognition to avoid becoming just another OEM manufacturer. These efforts have enhanced AVer Information's brand value and reduced the exchange rate risks. ### B. Competition for Low-priced Products 114 --- Master the core product technologies and client needs, quickly launch high-value-added products to differentiate from low-price market competition and implement proprietary technology development and process improvement to reduce costs. On the other hand, strengthen the advantages of AVer's own brand to expand the market share in the global market and constantly use the local market feedback mechanism to help enhance the product functions and technological innovations. C. Niche Product vs. Consumer Product Compared to mass-produced consumer products, a small number of diverse niche products cannot be rapidly or vigorously expanded due to the relatively limited Company resources or restricted operating scale and capital operations. Some profit opportunities may also be lost as a result. 4.2.2 Usage and manufacturing processes for the main products 4.2.2.1 Usage for the main products | Product | The main purpose | | --- | --- | | Presentations and Tablet Charging Devices | School computer teaching, business presentations, company internal meetings, window display, education and training, video tape production, securities market/mass communication/video wall in public places, etc. | | Video conference product and professional video camera | Cross-regional internal and external meetings, business briefings, education and training, and operational communication between governments/organizations and companies; remote teaching use by schools, government agencies and groups; telemedicine; various event recording and live broadcast applications. | 4.2.2.2 Manufacturing Processes ---  # 4.2.3 Supply situation for the major raw materials The Company mainly focuses on the professional management of education and video conferencing product series. Our products' main raw materials are integrated circuits (IC), transistors, resistors, capacitors, and plastic casings, and the upstream industry is the supplier of these raw materials. The main raw materials are as follows: | Major Materials | description of raw materials | | --- | --- | | Mechanism components | mold | | Optical element | Optical lens, LCD panel | | IC semiconductor | Video encoding, decoding chips, single-chip controllers, programmable logic IC memory | | Electronic component | Resistors, Capacitors, Inductors, etc | | Other component | Power supply, wires, PC version, remote control, etc | 4.2.4 Names of customers who accounted for more than $10\%$ of the sales in the last two years, and sales as a percentage of total sales --- # 4.2.4.1 Information on Major Suppliers for the Most Recent 2 Years Unit: NT$ thousand | Item | 2024 | | | | 2025 | | | | 2026 (As of March 31) | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Name | Amount | Percentage of annual net purchases (%) | Relationship with issuer | Name | Amount | Percentage of annual net purchases (%) | Relationship with issuer | Name | Amount | Percentage of annual net purchases (%) | Relationship with issuer | | 1 | A | 81,530 | 10.97 | — | A | 33,928 | 4.14 | — | A | 12,449 | 4.20 | — | | 2 | B | 66,686 | 8.97 | — | B | 98,864 | 12.07 | — | B | 36,082 | 12.17 | — | | | C | 8,187 | 1.10 | — | C | 13,543 | 1.65 | — | C | 50,336 | 16.98 | — | | | Others | 587,039 | 78.96 | — | Others | 672,971 | 82.14 | — | Others | 197,636 | 66.65 | | | | Total Net Procurement | 743,442 | 100 | — | Total Net Procurement | 819,306 | 100 | — | Total Net Procurement | 296,503 | 100.00 | — | Note : Increase and decrease of the amount was due to business demand. # 4.2.4.2 Information on Major Customers for the Most Recent 2 Fiscal Years Unit: NT$ thousand | Item | 2024 | | | | 2025 | | | | 2026 (As of March 31) | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Name | Amount | Percentage of annual net purchases (%) | Relationship with issuer | Name | Amount | Percentage of annual net purchases (%) | Relationship with issuer | Name | Amount | Percentage of annual net purchases (%) | Relationship with issuer | | 1 | a | 283,922 | 10.88 | — | a | 242,075 | 9.57 | — | a | 45,962 | 6.67 | — | | 2 | b | 19,450 | 0.75 | — | b | 19,360 | 0.77 | — | b | 76,733 | 11.14 | — | | 3 | c | 0 | 0.00 | — | c | 81,070 | 3.20 | — | c | 69,033 | 10.02 | — | | | Others | 2,306,631 | 88.37 | — | Others | 2,187,867 | 86.46 | — | Others | 497,333 | 72.17 | — | | | Net sales | 2,610,003 | 100.00 | — | Net sales | 2,530,372 | 100.00 | — | Net sales | 689,061 | 100.00 | — | Note : Reasons for increase or decrease - changes in sales product mix and market environment. # 4.3 Taiwan Employee for the Most Recent 2 Fiscal Years up to the Annual Report Publication Date Dec 31,2025 | Fiscal Year | | 2024 | 2025 | As of April 30, 2026 | | --- | --- | --- | --- | --- | | Employee Number | Direct labor | 72 | 69 | 69 | | | Indirect labor | 460 | 442 | 429 | | | Total shares | 532 | 511 | 498 | | average age | | 40.8 | 41.5 | 41.90 | | Average years of service | | 8.44 | 8.47 | 8.76 | | Education distribution percentage (%) | Ph.D. | 1% | 1% | 1% | | | Master's degree | 39% | 39% | 40% | | | College | 46% | 46% | 46% | | | Senior high school | 11% | 11% | 10% | | | Below senior high school | 3% | 3% | 3% | --- 118 ## 4.4 Disbursements for environmental protection 4.4.1 The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report and Countermeasures and possible disbursements to be made in the future. 1. The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report: None. 2. Countermeasures and possible disbursements to be made in the future: None. 3. The Company has not been subject to an audit by the environmental protection agency or received any fines due to environmental pollution incidents since it established the Tucheng headquarters. We have also collaborated with the Tucheng Industrial Park Service Center on policies and measures to manage and monitor the surrounding environment and possible pollution caused by the Company. We also adhere to the spirit of ISO 14001 environmental policy to prevent pollution, improve resource use efficiency, and become a sustainable enterprise. ## 4.5 Labor Relations 4.5.1 List the Company's various employee welfare measures, continuing education and training, retirement systems, labor-management agreements, and employee rights protection measures. 1. Employee Benefit Measures (1) Insurance In addition to enjoying labor and health insurance according to government regulations, we have also purchased group insurance for employees. The contents of group insurance include term life insurance, accident insurance, cancer medical insurance, hospital medical insurance, occupational accident insurance, medical cash payment, and hospital medical insurance to protect the life of employees and their families. (2) Employee Education and Training Status A. The Company has a comprehensive education and training system. The courses include orientation, professional skill, and managerial training, and all of them are incorporated into the ISO system for tracking and management. B. A Ver Information has introduced a talent training and online learning system to integrate all training-related information and cultivate the talents needed to follow the Company's development. C. In 2025, the total number of employee training hours was 6,680 with an average of 11.7 hours per employee, and the total amount cost was NT$2,135,782. Employees' continuous learning and growth are imperative to ensure the company's long-term development and sustainable operation. The Company's 2025 education and training results are as follows: --- | Course | Frequency | Total number of people | Total hours | Total cost (NTD) | | --- | --- | --- | --- | --- | | Profession Training | 134 | 6,970 | 4,616 | 2,135,782 | | Skill Management | 29 | 272 | 1,178 | | | New Employee Training | 8 | 382 | 428 | | | Self-inspiration | 2 | 229 | 458 | | | Total | 173 | 7,853 | 6,680 | | (3) Labor-management Agreement A. The Company's work rules comply with the provisions of the Labor Standards Act. B. An employee remuneration system is adopted to attract and retain outstanding talents, enable employees to become part of the Company's operations, and establish a bond between the parties based on honor and profit sharing. The corporate governance and operation management policy not only aims to achieve substantive operating results, but it also combines the sustainability indicators at the management level, the departmental work objectives, and the individual performances, and references the CSR project practices providing to provide competitive salaries and rewards to attract and retain talents. We focus on the duties and responsibilities of colleagues and consider the performance of the Company, units, and individuals to conduct salary surveys and construct a reasonable and competitive salary system. We also offer incentive bonuses. Besides measuring various key indicators, we also combine other indicators, such as volunteer hours and quality, to continue integrating social responsibility into the Company's operations. The goal is to achieve sustainable operations and ensure that the reward system is linked to the organization's operation strategy and performance. C. Create a people-oriented work environment. D. Staff meetings are held regularly to increase teamwork spirit and improve work efficiency. E. There is performance bonus, annual group travel allowance, community activity subsidies, three festival bonuses, birthday parties, wedding prizes, funeral condolences, and annual physical health exams. (4) Code of Conduct or Ethics for Company Employees The Company has formulated many relevant measures and regulations regarding the code of conduct and ethics for employees so that employees at all levels can abide by the ethical concepts, rights, obligations, and behaviors. The relevant measures are briefly described as follows: A. Work duties of each department: Stipulate each unit's control and organizational functions. --- B. Expense approval authority: Delegate clear expense approval authority to supervisors at all levels, improve work efficiency, strengthen hierarchical responsible management, and formulate effective regulations. C. Employee work rules: Clearly stipulate the employee attendance methods, leave methods, code of conduct, immediate rewards, punishment methods, etc. Improve the attendance system, maintain good employee discipline, ensure employees abide by the leave and vacation times, and reward or punish employees' behaviors or actions that may lead to profit or loss for the Company. D. Employee performance appraisal system: The annual employees' work and performance appraisal results are used as the basis for salary adjustment, promotion, bonus payment, as well as education and training course arrangements. E. Club management: Advocate legitimate leisure activities and regulate the rights and obligations of clubs within the Company. F. Employee grievance procedure policy: In order to manage the opinions of colleagues in the company well, then develop a good employee relationship and a friendly workplace environment. G. Business secret maintenance regulations: Protect the Company's business secrets, ensure business interests and competitiveness, and avoid damage caused by leakage. H. Employee Code of Conduct: Enable all employees to act according to the highest standards of personal and professional conduct and comply with all applicable legal requirements, regulations, and company policies. Each of us is responsible for our actions while accepting a company position or assignment. Each employee must comply with the laws, this Code of Conduct, and the rules, policies, and procedures established by the Company's business units. (5) Welfare Facilities A. Staff restaurant. B. Exercise and leisure area. C. Sky garden on the top floor. D. Playhouse, Complying with government and corporate nursery regulations. E. Children’s room facilities that comply with government regulations for corporate nursing rooms. (6) Other Welfare Facilities A. Vehicle or motorcycle parking spaces and shuttle bus. B. Employee wedding, funeral, and maternity subsidies. C. Employees shall enjoy employee discounts when purchasing the Company's products. 120 --- D. Annual domestic and foreign travel subsidies, game-based activities, appointed store discounts, etc. E. R&D incentives, patent incentives, and sales breakthrough bonuses. F. Service doctor and psychologist in the factory. G. Massage services by a disability. H. On the second week last working day of every month, individuals can flexibly leave work 1 hour earlier depending on their job completed quo. I. Set up a suggestion box and hold semiannual company-wide opinion communication meetings. J. Add sports equipment. K. Spot bonus. L. Flexible working hour system. M. Leave policies that exceed the requirements of the Labor Standards Act. N. Periodic employee physical and mental wellness seminars. ## 2. Retirement System and Implementation Status The Labor Pension Act became effective on July 1, 2005, and adopts a defined contribution pension system. Following mutual agreement between the Company and its employees, the Company settled employees' service years accrued prior to the implementation of the Labor Pension Act in a lump sum. The Company also contributes pension payments for employees in accordance with applicable regulations, with the monthly contribution rate borne by the Company not less than the statutory minimum of 6%, which is deposited into employees' individual pension accounts maintained by the Bureau of Labor Insurance. Employees may also voluntarily contribute between 0% and 6% of their monthly wages to further accumulate retirement benefits. For white-collar foreign professionals, retirement arrangements are handled in accordance with Chapter VI of the Labor Standards Act. Pension plans for overseas subsidiaries are implemented in compliance with local government regulations, including contributions to various social insurance programs. As of the end of 2025, employees making voluntary labor pension contributions accounted for 17.67% of all employees covered under the new labor pension system. In 2025, the total expenses recognized by the Company for the defined benefit plan (old labor pension system) and the defined contribution plan (new labor pension system) amounted to NT$30,197 thousand. Through the above measures, the Company is committed to providing comprehensive retirement protection and long-term employee benefits, enabling employees to focus on their work with peace of mind while properly planning for their retirement lives. In accordance with the Company's retirement policy and relevant regulations, employees may apply for retirement upon meeting any one of the following conditions: (1) Having completed at least 15 years of service and reached the age of 55. 121 --- (2) Having completed at least 25 years of service. (3) Having completed at least 10 years of service and reached the age of 60. 3. Various Employee Rights Protection Measures The Company is people-oriented and aims to protect laborers' rights and interests. The goal is to strengthen the labor-employer relationship to establish a safe and healthy work environment free from overwork and workplace violence. The Company has received the ISO 45001 occupational safety and health management system international certification and conducted regular audits to maintain the operation system effectiveness and ensure the implementation of safety and health policies. The Company had 3 occupational injury cases in 2025. (1) Health and Safety Management A. The Company has passed the ISO 45001 occupational health and safety management system. B. Develop a work safety and health code for employees to follow. C. Set up a safety and health committee as well as a safety and health management department to supervise, formulate, and implement relevant safety and health matters. D. Education & training: Internal education and training - 3 hours of safety and health education and training are implemented for new employees before they start on the job. External education and training - according to laws and regulations, the Company shall provide 6 hours of external training every 3 years for hazardous work supervisors, 3 hours of external training every 3 years for dangerous machinery operators and emergency personnel, 12 hours of training for occupational safety and health managers every 2 years, 12 hours of external training every 3 years labor health service personnel, and 6 hours of external training every 2 years for safety and health operation supervisor. E. The factory implements access control management to ensure personnel safety. F. According to the Fire Services Act, staff emergency response and fire drills are conducted every 6 months. G. Formulate a hazard communication plan, provide safety data sheets, list hazardous chemicals for operators to inquire about, and implement hazardous chemicals labeling and control. H. Conduct hazardous chemical assessment and hierarchical management, formulate allowable exposure standards for chemicals, implement hierarchical management and implement hazard prevention measures according to the hierarchical evaluation results. I. Set up an infirmary and contract doctors and full-time nurses to provide health services in the factory. Hold regular labor health inspections and classification management annually. 122 --- J. Health forums and promotion activities are held each quarter. For many years, the Company has received the "Healthy Workplace-Health Promotion Mark" from the Health Promotion Administration, MOHW. (2) Facility Safety A. Designated a fire protection manager to formulate fire protection plans, conduct fire equipment inspections every six months, and report to the competent authority to maintain the fire protection system's effectiveness. B. All machinery and equipment must be equipped with safety protection devices and certified according to the regulations to ensure the safety of operating personnel. C. Established an automatic inspection plan to require each unit to implement daily, weekly, monthly, quarterly, and annual machinery and equipment inspections according to the plan. D. Established safety protective gear management guidelines for compliance by each unit. E. Regular maintenance for lift equipment as well as passenger and freight elevators. F. Regular electrical equipment inspections. (3) Environment Hygiene A. Inspect the operating environment every 6 months according to the monitoring plan and announce the results to the staff. The current validity period is from October 28, 2023 to October 28, 2026. B. Conduct water quality measurements for drinking fountains every quarter to ensure drinking water safety for personnel. (4) Environmental Management AVer Information pays attention to the environmental crisis caused by abnormal global climate changes, which pose challenges to the sustainable development of human beings and enterprises. By extending the environmental protection concept to the product design source, the Company can implement carbon management through "energy-saving design," "product carbon footprint," "greenhouse gas inventory," and other energy-saving plans for the products. The Company introduced the "Greenhouse Gas Inventory" in 2012 to regularly announce the GHG inventory records and provide a reference for customers and relevant stakeholders. The efforts have also helped the Company to assess carbon risks and potential opportunities in regulatory, physical, or other aspects. The Company's environmental protection practices are as follows: A. Green Management Establish Environmental Management System --- The Company introduced the ISO 14001 environmental management system in early 2008 via the "Plan, Do, Check, Act" model. The goal is to continue to promote environmental performance improvements through annual audits. ## B. Green Manufacturing Promote the "green building" and "green factory" concepts. The Company built its new Tucheng plant via the green building concept. The plant can meet the green factory standard by combining the green factory building concepts with clean production mechanisms. Continue to improve the plant's environmental performance in response to climate changes and promote company-wide GHG inventory and reduction. ## C. Green Products ### Produce Green Products The Company established the IECQ QC 080000 hazardous substance management system in 2010. The objectives are to consider the product life cycle, reduce the environmental impact at each stage, and ensure that the products comply with international regulations and customer requirements for hazardous substances. ## D. Green Promotion ### Strengthen Internal and External Environmental Education The Company has strengthened the employees' environmental protection concepts via internal training courses and various publicity activities and selflessly shared the water and energy conservation experience with its peers in the industry. ### Establish a Green Supply Chain Mechanism The Company has established a continuous evaluation system for upstream and downstream suppliers. The goal is to jointly fulfill CSR by requiring and urging suppliers to maintain and improve environmental protection, safety and health, and execute risk management and operation sustainability plans. ## (5) Environmental Protection ### A. Waste Management Control and treat various pollutions to minimize their impacts and ensure the production processes can comply with domestic and foreign environmental protection regulations. Establish a comprehensive pollution control system and comply with clients' green product requirements and regulations. 124 --- Recyclable waste disposal: a. General Commercial Waste Pay attention to waste sorting and recycling for recyclable and reusable materials, reduce the use of non-recyclable materials to achieve energy conservation and carbon reduction goals, and implement regular waste transport and disposal. b. Domestic Waste Treatment Implement garbage classification for recyclable resources, transfer domestic waste with reuse value to the recyclable process for treatment, and regularly transport and dispose of waste. c. Hazardous Commercial Waste Disposal The Company's hazardous industrial waste mainly comprises printed circuit boards and waste solvents. They are stored, treated, and disposed of according to environmental protection regulations and are outsourced to qualified contractors for removal and disposal. B. Carbon Management Greenhouse gas emissions are the main cause of global warming. In response to this issue and to fulfill its responsibilities as a corporate citizen, the Company has received the verification of greenhouse gas emissions inventory based on the requirements of ISO 14064-1: 2018 in 2022. Types of GHGs include seven major categories of greenhouse gas: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulfur hexafluoride (SF6) and nitrogen trifluoride (NF3). The total greenhouse gas emissions in 2025 were 21,115.55 tons of CO2e. C. Energy Saving Measures Specific measures for energy saving and environmental protection: a. The air conditioning temperature control is set to 26~28 degrees. b. Turning off the lights when not in use is instructed, and some lamps and lanterns are changed to inductive control. c. Turn off the computer screen when you leave your seat. d. Elevator peak/off-peak control, encourage colleagues to use the stairs as often as possible. e. Strengthen water conservation promotion and control the flow of water. f. Electronic processes (paperless). 4. Safe and Healthy Workplace (1) The Safety and Health Committee meeting is held quarterly to formulate and review safety and health-related issues. 125 --- (2) Employee health exam is implemented yearly, and hierarchical management and tracking are implemented. (3) Arrange two in-patient clinic and health consultations per month. (4) Develop safety and health work codes with labor representatives for employees to follow. (5) Specific Measures and Implementation Outcomes for Preventing Obesity and Metabolic Syndrome Among Employees A. An annual health promotion plan is formulated, with a dedicated budget allocated to ensure effective implementation of health-related activities. B. A series of modular health programs are designed and delivered, covering topics such as healthy weight management, physical fitness enhancement, tobacco use prevention, cardiovascular disease prevention, and strategies to reduce the risk of metabolic syndrome. In 2024, the health promotion program was supported by a budget of NT$521,000, with a total of 426 employee participations recorded. C. Based on the analysis of employee health examination results, the proportion of employees with abnormal BMI decreased by 0.9%, from 53.6% in 2022 to 52.7% in 2024. Additionally, the proportion of employees at high risk for metabolic syndrome declined by 0.6%, from 23.0% in 2022 to 22.4% in 2024. 4.5.2 The losses suffered due to labor disputes in the most recent year and up to the publication date of this annual report (including labor inspection results that violate the Labor Standards Act, the date, scale, case number, the statute violated, the content of violation, and the content of punishment), and disclose the estimated amount that may occur at present and in the future as well as the corresponding measures: None. ## 4.6 Cyber security management ### 4.6.1 Cyber Security Risk Management Framework The Company has established an information security risk management framework to reduce cybersecurity threats and risks arising from both internal and external environments. The Company has formed an "Information Security Incident Response Team" responsible for planning, implementing, and maintaining the Information Security Management System (ISMS), promoting the implementation of information security policies, and executing risk management and periodic internal audits in accordance with standard operating procedures to ensure the effectiveness of information security management operations. The Company's Chief Financial Officer concurrently serves as the Chief Information Security Officer and Chairperson of the Information Security Steering Committee. In addition, the Company has established an information security team and dedicated personnel to promote cybersecurity governance, implement related procedures, and track execution progress. Information security representatives are also designated within each department, including information technology, legal, internal audit, research and development, and production, to promote information security policies and promptly report implementation status. 126 ---  ## 4.6.2 Cybersecurity Strategies The Company is committed to providing a secure information and communication environment in line with the expectations and requirements of top management regarding information security. The purpose of the Company’s information security policy is to “establish sound information management, strengthen corporate operations, implement information security, enhance operational performance, and provide sustainable services.” The Company aims to protect the information assets managed by the Company and its overseas subsidiaries from risks such as unauthorized alteration, disclosure, destruction, or loss caused by intentional or accidental internal or external threats, thereby ensuring continuous business operations. The following principles serve as the guiding framework for the Company’s information security management: 1. Establish information security management standards that comply with regulatory requirements and customer needs. 2. Enhance employees’ information security awareness and reinforce the concept that information security is everyone’s responsibility. 3. Safeguard the confidentiality, integrity, and availability of information and communications systems to meet the expectations of both internal and external stakeholders. 4. Provide secure research and development, production, and office environments to ensure the Company’s sustainable operations. All information security management measures comply with applicable governmental regulations, including the Cyber Security Management Act, Cyber Security Management Guidelines for TWSE/TPEx Listed Companies, Regulations Governing Establishment of Internal Control Systems by Public Companies, and the Personal Data Protection Act, to ensure normal business operations and minimize the impact of cybersecurity threats on operations. All employees of the Company are required to comply with this information security policy. The Company is committed to maintaining the confidentiality, integrity, availability, and compliance of its information assets, as well as protecting information and personal data security. The Company’s information security management objectives are as follows: (1) Conduct risk identification and classification of information assets in response to regulatory and --- operational requirements to ensure their confidentiality, integrity, availability, and compliance. (2) Maintain consistency in information security management across the Company and its overseas subsidiaries while balancing information exchange and sharing needs. (3) Ensure all information security management measures comply with applicable laws, regulations, and policy requirements. (4) Ensure all information operation measures comply with the Company's information security requirements to prevent leakage or loss of sensitive and confidential information. (5) Properly protect information assets, including software, hardware, network communication equipment, and databases, establish backup and recovery mechanisms, and conduct regular drills. (6) Implement appropriate information security management measures for all business projects based on operational needs. (7) Strengthen internal information security audit systems to improve management effectiveness and corrective and preventive actions. (8) Establish business continuity plans to ensure uninterrupted operational services. (9) Establish information security incident reporting and response mechanisms to properly handle cybersecurity incidents. (10) Conduct regular security inspections and vulnerability remediation to reduce cybersecurity risks. (11) Conduct regular information security education and training programs to enhance employees' security awareness and understanding of their responsibilities. (12) Report information security governance and implementation status to the Board of Directors annually to strengthen the Board's understanding of the Company's cybersecurity status. ## 4.6.3 Concrete Management Plan ### (1) Information Security Risks and Management Measures The Company continuously strengthens the overall security of its information and communication systems. Information security regulations, infrastructure design, system maintenance and replacement, professional personnel training, and employee cybersecurity awareness programs are all incorporated into the Company's overall information security management framework. Relevant systems are reviewed annually to ensure alignment with changes in the operating environment, with adjustments made as necessary. During the "Planning Phase," the Company focuses on cybersecurity risk management. In 2025, the Company implemented the ISO/IEC 27001:2022 Information Security Management System (ISMS) and successfully passed the certification audit. The certification remains valid through June 25, 2026. During the "Implementation Phase," the Company establishes multi-layered cybersecurity protection mechanisms, conducts various security inspection activities, continuously introduces cybersecurity defense technologies, and integrates security control mechanisms into a systematic framework to meet cybersecurity management and monitoring requirements. During the "Audit Phase," the Company evaluates and measures the performance of various processes based on the policies, objectives, and operational practices of the Information Security 128 --- Management System. The results are submitted to management for review to enhance the implementation effectiveness and visibility of information security management objectives.  During the "Review Phase," the Company reduces cybersecurity risks from system, technical, and procedural perspectives to meet information security requirements while continuously strengthening sensitive information protection and cybersecurity management. The specific implementation measures are as follows: | Category | Illustrate | Control measures | | --- | --- | --- | | Permissions management | Personnel and group account management, authentication methods, and system access privilege management. | (1) Account applications and modifications are processed in accordance with established procedures and require approval from authorized supervisors. Access privileges are promptly revoked upon employee resignation or job transfer to prevent unauthorized access. (2) The lifecycle of system accounts and access privilege management mechanisms are reviewed regularly. (3) Core systems adopt multi-factor authentication, specific IP access restrictions, and connection controls for designated communication protocols. | | Access management | Data flow control, auditing, and physical and system access management | (1) Audit logs are retained for important system logins, data access, and modifications. (2) Physical security controls are implemented in server rooms, restricted areas, office areas, | | | | and other security controls. (3) Data collection and analysis are performed in a secure environment. (4) Data collection and analysis are performed in a secure environment. | | Data management | Data management and data management systems | (1) Data management and data management systems are reviewed regularly. (2) Data management and data management systems are reviewed regularly. (3) Data management and data management systems are reviewed regularly. | --- | Category | Illustrate | Control measures | | --- | --- | --- | | | | and factory areas. (3) Audit log analysis and abnormal event alert operations are conducted. (4) Information security zoning management is implemented based on importance and risk levels. (5) Sensitive information documents are protected from unauthorized access. (6) Access to network resources must be requested in accordance with established procedures and is limited to Company-authorized devices. | | Threat & Risk Management | Risk assessment and control for personnel, systems, and potential vulnerabilities | (1) Standardized operating configurations for employee computers. (2) Established management regulations for external vendors accessing the Company’s systems. (3) Conduct risk assessments for the implementation of new technologies. (4) Adopt a defense-in-depth architecture and email filtering mechanisms to reduce the risks of cyberattacks and phishing emails. (5) Implemented FortiSIEM and application whitelisting mechanisms. (6) Strengthen endpoint security through regular updates of user computers and antivirus software. (7) Identify the value, risks, and vulnerabilities of information assets and implement appropriate protective measures. (8) Collect, analyze, and share threat intelligence, and strengthen protection measures according to risk levels. (9) Conduct regular information security awareness campaigns and training programs to enhance cybersecurity awareness. | | System integrity and availability management | Maintain the integrity and availability of data and systems to ensure rapid recovery in the event of a disaster. | (1) Hosts are deployed using virtualization and cluster architectures to enhance system availability. (2) Large-scale storage systems are implemented to perform both on-site and off-site backups, with regular recovery testing | 130 --- | Category | Illustrate | Control measures | | --- | --- | --- | | | | conducted. (3) Multiple backup mechanisms are established, including uninterruptible power supply (UPS) systems, automatic generators, and redundant network connections, to reduce the risk of service interruptions. | | Business Continuity Operations Management | Establish business continuity and disaster recovery mechanisms to ensure continuous system operations | (1) Analyze the impact of information and communication operations and establish business continuity management plans and drills. (2) Establish information security incident response plans, and carry out reporting, damage assessment, and disaster recovery operations according to incident severity levels. | (2) Cyber security y incident management measures The Company complies with the relevant regulations of the Financial Supervisory Commission, Taiwan Stock Exchange, and Taipei Exchange. In the event of an information security incident, evidence preservation and emergency response procedures are carried out in accordance with established handling procedures. The information security team is responsible for consolidating and analyzing the incident and submitting the results to the Chief Information Security Officer for confirmation, after which the Stock Affairs Unit of the Finance Department will disclose material information externally as required. Upon completion of incident handling, corrective and preventive measures are reviewed and implemented, with continuous follow-up on improvement actions. The Company's information security incident handling process emphasizes immediate reporting and rapid recovery. When an information security incident is identified, the responsible system unit is required to complete an incident report form, preserve relevant evidence and records, and issue internal notifications promptly. System recovery measures are implemented within the maximum tolerable downtime, while related log and trace data are retained for subsequent investigation and digital forensic analysis. If the incident cannot be resolved immediately, the Chief Information Security Officer will convene an "Information Security Incident Response Team Meeting" to assess the impact of the incident, coordinate task assignments, and, when necessary, engage external cybersecurity experts to assist in analysis and resolution ---  # 4.6.4 Allocate resources to cyber security management The Company recognizes the evolving cybersecurity threats and hacking trends emerging in the AI era and continues to adjust its cybersecurity protection strategies while investing relevant resources to strengthen information security management: (1) The Company has established an "Information Security Team" with dedicated personnel responsible for information security planning, promotion, technology implementation, and audit operations to continuously strengthen cybersecurity management. (2) In 2025, the Company completed the ISO/IEC 27001 transition project. More than 27 related meetings were held during the project, involving external consultants as well as the Company's IT and cybersecurity personnel, with progress updates simultaneously communicated to information security representatives of each department. (3) The Company has joined the Taiwan Computer Emergency Response Team / Coordination Center (TWCERT/CC) as a member to obtain timely cybersecurity threat intelligence and incident coordination support. (4) In addition to regularly promoting cybersecurity awareness through the EIP portal, the Company also broadcasts awareness videos and posts cybersecurity awareness materials in public areas. When significant cybersecurity intelligence is identified, the Information Security Team promptly notifies relevant personnel via communication software and internal email. (5) To reduce the risk of cyberattacks on information systems, the Company continuously performs system security updates, conducts regular vulnerability scans and cybersecurity health checks, and identifies and remediates risks based on assessment results. (6) The implementation status of cybersecurity governance was reported to the Company's 7th Corporate Sustainability Development Committee Meeting of the 3rd term and the 13th Board Meeting of the 8th term on November 7, 2025. (7) The Company regularly conducts email social engineering simulation exercises and reports the results to top management to strengthen employees' cybersecurity awareness and vigilance. In response to the increasing global threat of Business Email Compromise (BEC) fraud, the Company has also enhanced simulation exercises and protective measures. --- (8) The Company continues to invest in cybersecurity management expenses and annual budgets to improve management systems and strengthen technology applications. (9) In April 2025, the Company conducted information security education and training programs. All employees completed the training and assessments (a total of 631 participants), and all newly hired employees also completed the required courses   4.6.5 For the recent fiscal year and up to the date of the annual report printing, there have been significant cyber security events impacting the company's operations, and consequently, losses or measures for response have been incurred. In October 2025, certain internal system servers of the Company were subject to a cybersecurity attack. Following investigation, it was confirmed that the integrity and confidentiality of relevant sensitive and business data were not affected, and no material losses were incurred. In response to the incident, the Company implemented improvement measures, including accelerating system patching and access privilege reviews, reviewing access control and account management mechanisms, and strengthening the cybersecurity defense framework by introducing advanced Intrusion Prevention Systems (IPS) and Endpoint Detection and Response (EDR) solutions. The Company also enhanced network controls to prevent the spread of malware across devices and factory sites. In addition, the Company comprehensively strengthened employee cybersecurity education and training programs to enhance awareness of phishing emails and social engineering attacks. The Company also reviewed and updated its cybersecurity policies and operating procedures and conducted risk reassessments and continuous improvements in accordance with the Company's Information Security Management System and ISO/IEC 27001:2022 requirements. The Company will continue to invest in cybersecurity protection resources to reduce the risks of malware and cybersecurity incidents and to strengthen overall cyber resilience # 4.7 Important contracts : None. --- # 5. Review of Financial Conditions, Financial Performance, and Risk Management # 5.1 Analysis of Financial Status 2025 vs. 2024 financial analysis Unit: NT$ thousands | Item | Year | 2025 | 2024 | Difference | | | --- | --- | --- | --- | --- | --- | | | | | | Amount | % | | Current | assets | 2,147,056 | 2,274,076 | (127,020) | (5.59) | | Net property, plant and equipment | | 1,101,536 | 1,145,071 | (43,535) | (3.80) | | Intangible | assets | 8,379 | 15,263 | (6,884) | (45.10) | | Other | assets | 1,235,140 | 1,325,388 | (90,248) | (6.81) | | Total | assets | 4,492,111 | 4,759,798 | (267,687) | (5.62) | | Current liabilities | | 1,056,900 | 994,902 | 61,998 | 6.23 | | Non-current liabilities | | 123,194 | 146,276 | (23,082) | (15.78) | | Total liabilities | | 1,180,094 | 1,141,178 | 38,916 | 3.41 | | Common stock | | 929,200 | 929,200 | 0 | - | | Capital surplus | | 735,120 | 735,120 | 0 | - | | Retained earnings | | 1,838,974 | 1,891,697 | (52,723) | (2.79) | | Other equity | | (191,277) | 62,603 | (253,880) | (405.54) | | Total equity | | 3,312,017 | 3,618,620 | (306,603) | (8.47) | | Effect of changes on the company's financial condition (deviation over 20% and difference amount over NT$ 10 million) and related impact :1. Other equity decreased mainly from a decrease in FVOCI. | | | | | | # 5.2 Analysis of Financial Performance 2025 vs. 2024 operating result analysis Unit: NT$ thousands | Item | 2025 | 2024 | Increasing (decreasing) amount | Change percentage (%) | | --- | --- | --- | --- | --- | | Net revenues | 2,530,372 | 2,610,003 | (79,631) | (3.05) | | Cost of sales | 1,052,634 | 1,045,243 | 7,391 | 0.71 | | Gross profit | 1,477,738 | 1,564,760 | (87,022) | (5.56) | | Operating expenses | 1,366,529 | 1,401,013 | (34,484) | (2.46) | | Operating income | 111,209 | 163,747 | (52,538) | (32.08) | | Non-operating income and expenses | 17,216 | 88,132 | (70,916) | (80.47) | | Profit before tax | 128,425 | 251,879 | (123,454) | (49.01) | | Income tax expenses | 23,184 | 62,376 | (39,192) | (62.83) | | Net profit | 105,241 | 189,503 | (84,262) | (44.46) | | Effect of changes on the company's financial condition (deviation over 20% and difference amount over NT$ 10 million) and related impact : 1. Operating profit decreased mainly from a decline in revenue for the year, which led to reduced profitability. 2. Non-operating income and expenses and income tax expense decreased mainly from a decrease in net foreign exchange gains, resulting in lower profit before tax. | | | | | 5.2.1(1) Expected sales volume for the coming year and the basis thereof: Please refer to the narrative in "1. Letter to Shareholders." # 5.3 Cash Flow Analysis 5.3.1 Analysis of cash liquidity --- Analysis of cash liquidity in 2025 Unit: NT$ thousands | Cash beginning balance | Cash flow from operating activities | Cash Outflow | Cash ending balance | Leverage of Cash Deficit | | | --- | --- | --- | --- | --- | --- | | (1) | (2) | (3) | (1+2-3) | Investment Plans | Financing Plans | | 1,527,225 | 135,103 | 355,443 | 1,306,885 | None | None | Analysis of changes in cash flow in the most recent year : 1. NT$135,103 thousands net cash generated by operating activities : mainly from the cash inflow from operating activities. 2. NT$156,765 thousands net cash used in investing activities : mainly from the acquisition of FVOCI. 3. NT$179,386 thousands net cash used in financing activities : mainly from the cash dividend payment. ## 5.3.2 Liquidity improvement plan The Company showed no signs of liquidity deficit. ## 5.3.3 Analysis of cash liquidity in the coming year To accommodate the financial market fluctuation and the funding needs for operation and investments, Company manage prudently the cash and other financial tools with the principle of maintaining liquidity and safety. ## 5.4 Effect of major capital spending on financial position and business operations: None. ## 5.5 Investment policy in the most recent fiscal year, profit/loss analysis, improvement plan, and investment plan for the coming year The company does not have any investment currently. We will continue focusing on the growth of core business, and prudently exploring investment opportunities related to our core business. ## 5.6 Analysis of Risk Management ### 5.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures 1. Interest Rate The Company has short-term financing of NT$400,000 thousand, which is used to pay suppliers. It has no significant impact on interest expenses. 2. Exchange rate As the proportion of our foreign sales is over 90%, the Company’s businesses are mainly conducted in US dollars and foreign currencies, and foreign currency exchange rate risks are unavoidable. The Company's response method is to increase the price of raw materials, adopt the USD pricing method, and collect accounts payable in foreign currency to absorb part of the foreign currency position. The Company also continues to expand globally and has established subsidiaries in Europe, Japan, and Vietnam to reduce the risk of receiving a single foreign currency. The Company has also assigned dedicated personnel to monitor exchange rate changes, timely adjust foreign currency positions, and execute appropriate hedging transactions to reduce exchange rate risks. --- 3. Inflation Even though global inflation has eased in recent years, the Company still pays attention to market price changes to adjust the purchased quantity or prepares policy materials appropriately according to the price level and negotiate the price with the original raw material suppliers. The Company's internal R&D department also continues to reduce product costs through product innovation (such as developing self-made ASICs, changing the appearance and function design of the organization, etc.) to cope with the inflation risks caused by the economic cycles. 5.6.2 Policies of engaging in high-risk, high-leverage investments, lending to others, providing endorsement and guarantee, and derivatives transactions, profit/loss analysis, and future response measures Under the philosophy of business prudence and pragmatism, the Company does not engage in high-risk and high-leverage investments outside its main business areas. The Company mainly holds idle funds in the form of fixed deposits, and a small part is invested in money market funds. As of March 31, 2026, the Company's outstanding transaction amounts in derivative financial products were 0. Since the Company's sales and purchases are mainly denominated in foreign currencies, the Company has signed forward foreign exchange contracts with banks to avoid the risks arising from foreign currency claims and liabilities due to exchange rate changes. The transaction counterparts are domestic financial institutions with good credit, and the transaction processes are handled according to the processing procedures. The main purpose of such a transaction is to avoid exchange rate fluctuation risks, and it is deemed a normal financial risk-avoiding foreign exchange operation. The subject of the Company's fund lending and endorsement in the most recent year is limited to the company's 100%-owned subsidiaries, and no loss has occurred. The Company's derivative financial product transaction policy is implemented according to the methods prescribed by the Company, and the traded positions are fully within the scope of business generation. The goal is to avoid most of the market prices. The company has formulated internal management measures and operating procedures based on sound finance and operations according to the relevant laws and regulations promulgated by the Financial Supervisory Commission. Such measures and procedures include "Procedures for Engaging in Derivative Commodity Transactions," "Operating Procedures for Loans to Others," "Asset Acquisition or Disposal Methods," and "Endorsement Guarantee Methods." These operations are handled according to the relevant regulations of the competent authority and the Company. Regular audits, announcements, and declarations are conducted according to the law. 5.6.3 Future R&D projects and expected R&D expenses: The Company has maintained its leadership position in the industry by constantly transcending the limits of advanced technology and simultaneously focusing on short-term product development and long-term investment in core technical capabilities. The Company's latest core technologies are image signal processing, optical processing, image conversion, image compression, electromechanical integration technology, industrial design, human-machine interface design, etc. The Company has applied these technologies to presentation teaching and video conferencing related product series to maintain its competitive advantage. In 2024 and 2025, our R&D expenses reached 18% and 18% of the turnover, respectively. In the future, we will continue developing new products and improving existing ones to lay the foundation for sustainable development. As of March 31, 2026, the Company has obtained 393 product patents worldwide, and another 27 patents are under review. Our product research focuses on an in-depth understanding of each briefing market to differentiate the special needs of user groups, develop human-machine interfaces that meet user habits, and invest in several basic research on 136 --- electromechanical and optoelectronics. The goal is to extend different product lines to meet the needs of various application markets. In the online video conferencing market, we have continued to innovate software and hardware functions related to multi-point conferences, lenses, and speakerphones. We have also launched different product lines with higher integration and performance to fulfill market needs better. In the future, the Company will continue to focus on developing core technologies and R&D on innovative product lines related to audio and video network technologies. In 2026, we expect to maintain a higher R&D ratio than the previous years and invest in core value R&D to enhance its competitive advantage. | R&D project | Project Description | Progress | Expected time | Additional budget required | Key factors for project success | | --- | --- | --- | --- | --- | --- | | A panoramic video conferencing soundbar powered by 180° triple-lens stitching and intelligent audio-visual recognition. | With hybrid work and cross-border collaboration becoming the standard operating model for enterprises, the demand for panoramic video conferencing systems in small- to medium-sized meeting rooms and open collaboration spaces has increased significantly. Conventional single- or dual-lens conferencing devices remain limited in field-of-view coverage and are unable to effectively support multi-participant scenarios, resulting in various technical constraints. To address these limitations, this project proposes the development of a panoramic video conferencing soundbar system featuring 180° triple-lens video stitching technology and intelligent audio-visual recognition. The system adopts a synchronized three-lens image fusion architecture, integrated with multi-person detection and audio localization algorithms, to establish a comprehensive 180° panoramic video conferencing solution. | 89% | 2026Q2 | NT$1,676 thousand | Develop and master key technologies | 5.6.4 Major changes in government policies and laws at home and broad and the impact on the Group's financial position and business activities: The Company primarily sells to the export market-based in the United States, Asia, and the European Union. Some of our raw materials are imported, and the production base is in New Taipei City. Therefore, important policy and legal changes at home and abroad may impact the Company. The countermeasure includes setting up subsidiaries for important sales markets, paying close attention to market trends, and keeping track of local government laws and regulations changes. Establishing subsidiaries can also help the Company to reduce the risk of single or concentrated regional sales. The Company has established full-time legal and intellectual property personnel in the nation to keep track of important domestic and foreign policies and legal changes at any time, propose countermeasures, and comply with domestic and foreign laws and regulations to reduce legal compliance risks. --- 5.6.5 Impacts of technological changes (including information security risks) and industry changes on company financials and response measures: The Company mainly sells presentation and video conference system products used in the education market, which is considered relatively niche and systematic. The changes in technology are primarily caused by optical development impacts. The Company's competition in the market has become increasingly fierce due to the increasing number of alternative products and new competitors. The Company's main countermeasures include establishing product managers to plan future product directions and cooperate with technical product managers to respond to changes in the technological environment, accelerate the R&D of new products and develop new technologies, and continue to invest in the R&D of future technologies. The Company has cultivated the market for many years and has a high degree of grasp on market demands and changes. The Company can adjust its business strategy in response to industry changes, maintain competitiveness, and reduce the impact on finance and business. In response to external changes and the ever-changing attack methods, the Company will continue to review and evaluate its information security rules and procedures, pay attention to new information security information and technologies, and update the defense or management methods to prevent further attacks effectively. The goal is to ensure the appropriateness and effectiveness of information service resilience and the reduced impact on operations. 5.6.6 Impact of corporate image change on risk management and response measures Since its establishment, the Company has always taken honesty, integrity, and sustainable management as its development objectives. The Company has continued to focus on promoting its proprietary brand in addition to the core industry developments. We aim to strictly ensure product quality and good customer services, establish a good market reputation, and continue investing in relevant public welfare activities. We are also committed to maintaining our corporate image and abiding by the relevant laws and regulations. So far, there has been no adverse incident that may affect our corporate image. 5.6.7 Expected benefits and potential risks of merger and acquisition In the most recent year and as of the publication date of this annual report, the company has no plans to carry out mergers and acquisitions. But if there are plans to carry out mergers and acquisitions in the future, the Company will uphold a prudent assessment attitude and consider whether the merger can bring specific synergies to ensure the protection of the rights and interests of the original shareholders. 5.6.8 Expected benefits and potential risks of capacity expansion The Company completed its factory building construction in 2011, which is sufficient to meet the needs of the company's long-term future development of office space and production capacity. There is no plan to expand the factory shortly. 5.6.9 Risks associated with over-concentration in purchase or sale and response measures: 138 --- 139 1. Sales The Company's largest sales client in 2025 accounted for 12% of the year's net revenue. This client has cooperated with local distributors for a long time and established good distribution relationships. It has jointly promoted and held product road shows with several local global well-known distribution partners and promoted the Company's physical camera and tablet charging vehicle products to the education market. This client does not have the concentrated sales risk with a single distributor locally. Since the Company focuses on international marketing, it has established several overseas subsidiaries and European regional operation centers to expand the global market, serve overseas customers, and reduce the risk of confined sales in a single region. The objectives are to cultivate the local markets of various countries; quickly integrate the information, technologies, and local market responses of subsidiaries and distributors in multiple countries; continue to develop novel digital video products; and open up new market opportunities to reduce the sales concentration risks. 2. Procurement The Company has maintained over two qualified suppliers for key components. We always pay close attention to market trends to maintain supply stability, quality, price, and delivery time. In addition to paying on time to gain the trust of suppliers and maintaining good relationships with buyers, the Company has partnered with high-quality suppliers to operate the global market. The Company will continue to improve R&D and design in the future and develop domestic and foreign suppliers to reduce the centralized purchase risks. 5.6.10 Impact of mass transfer of equity by or change of directors, supervisors, or shareholders holding more than 10% interest on the Company, associated risks and response measures: The Company has not had any large amount of share transfer or change of the Company's shareholdings from directors and major shareholders with more than 10% shares in the most recent year and as of the printing date of the annual report. 5.6.11 The effects that changes in management has on the Company as well as risk and responding measures: None. 5.6.12 For litigious or non-litigious matters, state the major litigation, non-litigation or administrative litigation proceedings that has been determined or is still in litigation of the Company and the Company's directors, supervisors, presidents, de facto responsible person, major shareholders with more than 10% shares, and subordinate companies. If the result may have material impacts on shareholders' equity or stock price, disclose the facts of the dispute, the amount of the subject matter, the commencement date of the lawsuit, the parties involved in the proceedings, and the handling as of the printing date of the annual report: None. 5.6.13 Other major risks and response measures: None. 5.7 Other important matters: None. --- # 5.7.1 Risk Management Organization Structure According to the Company's risk management policy, the Sustainability Committee is responsible for assisting the Board of Directors in fulfilling its risk management responsibilities. The ESG Working Group under the Committee regularly conducts assessments of operational risks and emerging risks, identifies and compiles all risk factors within the scope of management across various operating units, and establishes appropriate quantitative or qualitative indicators for measurement. Based on the level and nature of the risks, corresponding mitigation measures are implemented to ensure effective risk control. The status of risk management operations is reported to the Board of Directors at least once annually. The Company's risk management organizational structure:  --- 141 ## 6. Special Disclosure ### 6.1 Summary of Affiliated Companies #### 6.1.1 Consolidated business report The information is available at the Market Observation Post System (MOPS) (website: https://mops.twse.com.tw). #### 6.1.2 Consolidated Financial Statements Covering Affiliated Enterprises: None. #### 6.1.3 Reports on Affiliations The information is available at the Market Observation Post System (MOPS) (website: https://mops.twse.com.tw). ### 6.2 Private Placement Securities in the Most Recent Years: None. ### 6.3 Other matters that require additional description: None. ## 7. If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None. --- AVer Information Inc. Chairman: Michael Kuo | ||||