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AWEA — Annual Report 2024
Jun 9, 2025
51853_rns_2025-06-09_01771d0a-9a85-4905-8ed0-5fd9b7dc41bd.pdf
Annual Report
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Stock Code: 1530
==> picture [386 x 141] intentionally omitted <==
AWEA Mechantronic Co., Ltd.
2024 ANNUAL REPORT
Publication date: May 6, 2025
Website for checking this Annual Report: http://mops.twse.com.tw/
I. Names, Job Titles, Contact Numbers, and Emails of Spokesperson and Deputy Spokesperson:
Spokesperson: Guo-Xuan, Fan
Job title: Assistant manager of the Finance Department
Tel.: (04)24629698 Ext. 62720 E-Mail: [email protected]
Deputy Spokesperson: Mei-Fang Liang Title: Section Manager of Vice President Office Tel.: (03)5885191 Ext. 61803
E-Mail: [email protected]
II. Address and Telephone of Headquarters, Branches and Plants
Headquarter: No. 629, Sec. Shuichetou, Guanpu Rd., Xinpu Township, Hsinchu County 305
Tel: (03)5885191
Taichung Branch: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407 (AWEA Taichung Branch) Tel: (04)24629698
Hsinchu Plant: No. 629, Sec. Shuichetou, Guanpu Rd., Xinpu Township, Hsinchu County 305
Tel: (03)5885191
Central Taiwan Science Park Plant: No. 15, Keyuan 2nd Rd., Xitun Dist., Taichung City 407
Tel: (04)24629698
Chiayi Branch: No. 21, Dapumeiyuanqu 5th Rd., 19th Neighborhood, Dalin Township, Chiayi County 622
Tel: (05)2953699
III.Institution for Stock Transfer
Name: Stock Transfer Agency Department of Taishin Securities Co., Limited Tel: (02)25048125
Address: B1F, No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City Website: https://www.tssco.com.tw
IV.Contact Information of Financial Statement Auditors in the Latest Year
Name of CPA: Guei-Duan Chen, Chang-Yun Yi
Name of CPA firm: EnWise CPAs & Co.
Address: 9F-1, No. 130, Taiyuan N. Rd., North Dist., Taichung City Tel: (04)22966234
Website: http://www.enwise.com.tw
V. Overseas Listings and Access to the Listing Information: Not applicable
VI. Company Website: http://www.awea.com
Table of Contents
| Chapter I. | Report to Shareholders ........................................................................................................... 1 | Report to Shareholders ........................................................................................................... 1 |
|---|---|---|
| Chapter II. | Corporate Governance ........................................................................................................... 7 | |
| I. | Background information of Directors, Supervisor, President, Vice President, Assistant | |
| Manager, and heads of various departments and branches ............................................ 7 | ||
| II. | Corporate governance .................................................................................................. 22 | |
| III. | Information in public fees of the Certified Public Accountant Association ................ 74 | |
| IV. | Changes in CPA ........................................................................................................... 74 | |
| V. | Where the company’s chairman, president, or any managerial officer in charge of | |
| finance or accounting matters has in the latest 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 .............................................................................................................................. 74 | ||
| VI. | In the latest year and up to the publication date of the Annual Report, the fact regarding | |
| transfer or pledge stock equity by the Company’s directors, supervisors and managerial | ||
| officers and major shareholders holding over 10% in shareholding ........................... 74 | ||
| VII. | Data of relationship among the company’s top ten shareholders ................................ 76 | |
| VIII. | Investments jointly held by the Company, the Company’s directors, supervisors, | |
| managerial officers, and enterprises directly or indirectly controlled by the Company. | ||
| Calculate shareholding in aggregate of the above parties ........................................... 77 | ||
| Chapter III. | Funding Status ..................................................................................................................... 78 | |
| I. | Share capital and shares ............................................................................................... 78 | |
| II. | Insurance of corporate bonds (including overseas corporate bonds) ........................... 83 | |
| III. | Status of preferred shares ............................................................................................. 83 | |
| IV. | Issuance of global depository receipts ......................................................................... 83 | |
| V. | Employee stock options ............................................................................................... 83 | |
| VI. | Status of new shares issuance in connection with mergers and acquisitions .............. 83 | |
| VII. | Progress on the use of funds ........................................................................................ 83 | |
| Chapter IV. | Business Performance .......................................................................................................... 84 | |
| I. | Content of business ...................................................................................................... 84 | |
| II. | Markets, production and marketing in summary ....................................................... 100 |
| III. | The number of employees employed, average years of service, average age, and ratio | |
|---|---|---|
| of academic qualification in the last two years .......................................................... 108 | ||
| IV. | Environmental spending ............................................................................................ 108 | |
| V. | Employee-employer relationship ............................................................................... 109 | |
| VI. | Cyber security management ...................................................................................... 112 | |
| VII. | Important contract ...................................................................................................... 115 | |
| Chapter V. | Review Analysis and Risk Management of Financial Status and Operation Results ........ 116 | |
| I. | Financial status .......................................................................................................... 116 | |
| II. | Financial performance ............................................................................................... 117 | |
| III. | Cash flow ................................................................................................................... 118 | |
| IV. | The impact of the significant capital expenditure in the latest year upon the financial | |
| performance ............................................................................................................... 118 | ||
| V. | The outward investment policies in the latest year. The key reasons leading to the profit | |
| or loss, the corrective plans and the investment plan in one year ahead ................... 119 | ||
| VI. | Risk issues that occurred in the latest year and up to the publication date of the Annual | |
| Report shall be analyzed and evaluated as follows ................................................... 119 | ||
| VII. | Other important disclosures ....................................................................................... 123 | |
| Chapter VI. | Special Disclosure .............................................................................................................. 124 | |
| I. | Relevant information of affiliated enterprises ........................................................... 124 | |
| II. | The basis for the date, amount and price approved by the shareholders’ meeting or the | |
| Board of Directors and its reasonableness, the method for selection of the specific | ||
| person, and the necessary reasons for private placement shall be disclosed for the | ||
| private placement of securities in the latest year and up to the publication date of the | ||
| Annual Report. ........................................................................................................... 128 | ||
| III. | Other necessary supplemental information ............................................................... 128 | |
| Chapter VII. | Any Situation Specified in Article 36, Paragraph 2, Subparagraph 2 of the Securities and | |
| Exchange Act, which has Significant Impacts on Shareholders’ Equity or the Price of the | ||
| Company’s Securities, and Occurred in the Latest Year and Up to the Publication Date of | ||
| the Annual Report, shall also be specified One by One .................................................... 128 |
Chapter I. Report to Shareholders
-
I. Report on Results of the Company’s Business Performance in 2024
-
(I) Operating revenue: Net operating revenue of the Company in 2024 was NTD 1,293,022 thousand, with a decrease of NTD 279,299 thousand and a decrease rate of 17.76%, compared with the NTD 1,572,321 thousand in 2023.
-
(II) Profit and loss: Net profit before tax of the Company in 2024 was NTD 462,170 thousand, with an increase of NTD 221,183 thousand and an increase rate of 91.78%, compared with the NTD 240,987 thousand in 2023; net profit after tax of the Company in 2024 was NTD 452,501 thousand (NTD 4.68 per share), with an increase of NTD 241,690 thousand and an increase rate of 114.65%, compared with the NTD 210,811 thousand (NTD 2.18 per share) in 2023.
-
(III) The comparison of payment surplus between 2024 and 2023 is as follows:
(Parent Company Only)
| (Parent Company Only) | ||||
|---|---|---|---|---|
| Unit: NTD thousand 2024 2023 Amount in increase/ decrease Increase (decrease)% 1,293,022 1,572,321 (279,299) (17.76%) (1,108,126) (1,331,564) (223,438) (16.78%) 184,896 240,757 (55,861) (23.20%) 10,388 3,553 6,835 192.37% (58,902) 22,476 (81,378) (362.07%) 462,170 240,987 221,183 91.78% 452,501 210,811 241,690 114.65% |
||||
| Items | 2024 | 2023 | Amount in increase/ decrease |
Increase (decrease)% |
| Net operatingrevenues | 1,293,022 | 1,572,321 |
(279,299) | (17.76%) |
| Operatingcosts | (1,108,126) | (1,331,564) | (223,438) | (16.78%) |
| Grossprofit | 184,896 | 240,757 | (55,861) | (23.20%) |
| Realized (Unrealized) gain amongassociated companies |
10,388 | 3,553 | 6,835 | 192.37% |
| Net operating profit | (58,902) | 22,476 | (81,378) | (362.07%) |
| Netprofit before tax | 462,170 | 240,987 | 221,183 | 91.78% |
| Netprofit after tax | 452,501 | 210,811 | 241,690 | 114.65% |
(Consolidated)
| (Consolidated) | ||||
|---|---|---|---|---|
| Items | 2024 | 2023 | Amount in increase/ decrease |
Increase (decrease)% |
| Net operatingrevenues | 1,917,762 | 2,361,917 | (444,155) | (18.80%) |
| Operatingcosts | (1,639,155) | (2,002,794) | (363,639) | (18.16%) |
| Grossprofit | 278,607 | 359,123 | (80,516) | (22.42%) |
| Realized (Unrealized) gain amongassociated companies |
3,076 | (210) | 3,286 | 1,564.76% |
| Net operating profit | (84,267) | 33,000 | (117,267) | (355.35%) |
| Netprofit before tax | 457,480 | 235,099 | 222,381 | 94.59% |
| Netprofit after tax | 446,497 | 190,306 | 256,191 | 134.62% |
| Attributable toparent company | 452,501 | 210,811 | 241,690 | 114.65% |
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(IV) The budget execution status and the financial revenues in 2024 are as follows:
-
In accordance with stipulations in “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company did not need to disclose its financial forecast information 。
-
for 2024, therefore, there was no data on its budget execution status in 2024.
-
(V) Breakthrough in operation management:
-
Breakthrough in product development
-
WEA products developed with optimized functions in the direction of large-scale, composite, five-axis, high-speed and intelligence, etc.
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(1) Gantry type high-speed five-axes machining center AG (linear motor drive) and RG (linear screw drive) series, which met the five-axis and high-speed machining needs for mold and aerospace industry.
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(2) Various horizontal/ horizontal five-axis machining centers, which provided machining needs for mass-production line.
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(3) The full range of bridge milling models can be matched with AWEA’s in house made high-speed spindle, to meet the needs of the customers’ mold processing industry.
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(4) MEGA5 series of high-performance large-scale five-axis machining center, which met the high-speed, and high-precision machining needs of the aerospace industry.
-
(5) FCV800S milling machine 5 axes machining center series, which met the customers’ needs for compounding machining.
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(6) The full range of bridge milling models with the new generation of milling head series, which could comprehensively improve the performance and function, and provide the customers with more choices.
-
(7) Large bridge type milling machine with AWEA homemade automatic universal head, which could meet the customers’ processing needs at different angles.
-
(8) Large moving cross rail machining center MVP series and super traveling column machining center MCP series and new moving cross rail moving column MVCP models, which could provide the customers with large processing range, large processing stroke and meet their needs for processing convenience.
-
(9) Brand-new long-stroke high-speed aluminum cutting machining center, which could provide ultra-high-speed cutting feed to meet the customers’ need for high-speed aluminum cutting.
-
(10) Intelligent information control system AiLINC new product was published, which enabled the machine matched with AiLINC to be upgraded to intelligent machine, to docking with intelligent manufacturing.
-
-
Breakthrough in production and sales layout
-
(1) Its sales volume of niche market products increased, and its export proportion of bridge machines increased.
-
(2) Breakthrough in sales volume in mature markets - Italy, Germany, North America, Turkey, etc.
-
2
- (3) Development of new markets - Eastern Europe, Northern Europe, ASEAN and India, etc.
- (4) Development and marketing of new products - new large-scale gantry machine, European-standard attachment head integration application, etc.
- (5) It provided diversified controllers for selection, with rapid supply.
3. Breakthrough in improvement of corporate management
- (1) It established corporate culture, to improve the corporate competitiveness.
- (2) It made effective control of accounts receivable and ending balance of inventory.
- (3) It promoted precision production, made effective control of cost, and enhanced the product competitiveness.
- (4) It made reasonable use of general and administrative expenses, and reduced unnecessary expenditures.
-
II. Summary of the Business Plan 2025
-
(I) 2025 trading strategy
-
Market strategy: To make full use of the information platform, establish complete marketing documents and sales system, coordinate agents in different regions to support each other in machine sales, reduce stock volume and improve delivery speed; cooperate with exhibitions using the group image both at home and abroad, make market promotion, and reduce sales resistance.
-
Sales strategy: Enhance brand recognition between the agents and the customers.
-
Management strategy: Reduce the error rate, and improve the working quality.
-
-
(II) Business objective for 2025
Estimated sales volume in 2025: 95 bridge machines, and 420 C-type machines.
- III. Production and marketing policies
Important long-term direction:
-
(I) Continue to make diversion of market: Making diversification of the market is conducive to avoiding the risk of market concentration, which is a long-term policy of the Company, and is conducive to the stable development of the Company.
-
(II) Improve customer satisfaction by service: After service is an important link for maintaining customers, and the Company could obtain repeat orders only with a good after-sales service, therefore, in the future, the Company will struggle toward the objective of rapid service and inexpensive but excellent support.
-
(III) Develop products as required by the market: To strengthen the interaction and understanding of the market, develop products according to market demand, and improve the market share of products.
3
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IV. Impact from external competition environment, regulatory environment and overall operation environment
-
The Company’s development in the future is subject to impact from the following adverse factors:
-
(I) The NTD exchange rate fluctuates greatly, which has an impact on order-receiving and production costs, as well as adverse impact on operation.
-
(II) The domestic labor laws and regulations are rigid, which is easy to cause employee-employer conflicts, increase the operating costs, and have adverse impact on development of the industry.
-
V. Future development strategies
-
(I) Marketing strategies:
-
To adjust the sales market proportion and strategy in response to COVID-19 epidemic, ChinaUnited States trade war and inflation impact.
-
To demonstrate advantages of the Company’s products in aerospace and wind power green energy, and expand the market supply and share.
-
To invest more resources for development since the trend of intelligent products with industry 4.0 is becoming increasingly obvious.
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To integrate and develop all kinds of five-axis application technologies, and expand sales of five-axis machine.
-
To actively improve all kinds of high-end five-axis products in active markets of five-axis machines.
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To actively expand the international market, and integrate the demonstration, sales, service and repair sites.
-
To actively introduce talents, make industry-university cooperation, and deeply improve the Company’s long-term development competitiveness.
-
To make use of the information tool and platform, and integrate exhibitions, advertising and publicity, to enhance marketing channels.
-
-
(II) Procurement strategy
-
To strengthen supply chain links to shorten lead times of raw materials and reduce stock inventory, and improve the delivery speed and mobility.
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To make group procurement and price negotiation, make regular assessment of the suppliers, and implement ISO assessment of the suppliers’ quality, delivery and price, and coach the suppliers to enhance their competitiveness, thus enhancing the competitiveness of the Company.
-
-
(III) Development orientation of product
- To cooperate with the domestic green energy, wind power, shipbuilding and other industrial policies to develop new-generation products, so as to make a preparation for competitive advantages in the future.
4
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To construct a complete product line, and coordinate with the Goodway Parent Company, to make respective development in the field of professional milling machine machining and turning machining technologies.
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To make research and development of high value-added new products, such as gantry-type\ floor-type moving column gantry machine, floor-type moving column moving cross rail gantry machine, high-efficiency mass production machine, high-speed five-axis machine, and horizontal boring machine, etc.
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To deepen the development of intelligent and automated new products at the high-tech level.
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To actively promote and expand products in aerospace machining markets in cooperation with the development trend of aerospace industry in the world.
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To develop new-generation products in compliance with the global trend of energy-saving, carbon-reduction and green manufacturing.
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(IV) Production strategies
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To improve the self-production rate, and strengthen the precision machining equipment and self-assembly capacity, so as to improve the product quality.
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To complete the construction of Dapumei Phase II plant in 2025, the completion of which can improve production capacity of small vertical machines, achieving rapid supply.
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To put Phase II plants of Wujiang Plant into mass production, with key precision components supported by the parent factory, so as to improve production capacity in Mainland China.
Looking back at 2024, the world faced severe inflation and the geopolitical impact of the Israel-Hamas War and the Russia-Ukraine War, and the global machine tool market was not in good condition. The Company, like most peer companies, faced the same problems, with significant decline in orders and shipments due to limited inventory destocking of customers. In 2025, the Company will efficiently accept orders and deliver products, replace and upgrade old processing equipment, and refurbish and calibrate used machines to increase their added value for customers to choose from. The Group will continue to adopt a procurement model of bulk orders and annual contracts, and set prices according to quantities, in order to reduce costs and enhance competitiveness. At the same time, we will strengthen product quality and increase selfproduction ratio, focus on large gantry and high-speed five-axis processing machines to meet the product refinement route, hoping to bring the next industrial recovery opportunity for the Company.
The management team of AWEA has always been following a dedicated attitude and making all-round preparation, and we believe that this year, with the continuous support of all you shareholders, we have the confidence to overcome all kinds of adverse internal and external factors, so as to make the Company continue to grow steadily in the sluggish environment, to repay you shareholders’ trust in the management team of AWEA. Thanks again to all shareholders for your support and recognition. At last, I wish all of you:
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A good health, and all the best wishes for you!
AWEA Mechantronic Co., Ltd.
President: Shang-Ru Yang
Chairman: President:
Accounting Supervisor:
6
Chapter II. Corporate Governance
-
I. Background information of Directors, Supervisor, President, Vice President, Assistant Manager, and heads of various departments and branches
-
(I) Profile of directors
- Basic information
March 29, 2025; Unit: shares
| Title | Nationality and registry |
Name |
Gender/ Age |
Date elected |
Term | Date first elected |
Shares at election | Shares at election | Current number of shares held |
Current number of shares held |
Shareholdings of spouse and minor children |
Shareholdings of spouse and minor children |
Shares held in the names of others |
Shares held in the names of others |
Major career (academic) achievements |
Current duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Title | Name | Relationship | |||||||||
| Chairman | Taiwan | De-Hua Yang | Male Age 71-80 |
June 7, 2023 |
3 years | May 29, 2002 |
9,031,403 | 9.35% | 9,031,403 | 9.35% | - | - | - | - | Education Recognitions: Department of Mechanical Engineering, National Chung Hsing University EMBA, National Chung Hsing University Work experience: Chairman and CEO of Goodway Machine Corp. Chairman of Hung Jiu Machine Co., Ltd. Chairman of JiaJin Investment Co., Ltd. Chairman of Hong Hua Investment Co., Ltd. Chairman of Huahan Leasing Co., Ltd. Person in charge of B-way, Billion- way (Cayman) Person in charge of YAMA SEIKI USA INC. Director of Turvo International Co., Ltd. Chairman of Yang Wenxu Charity Foundation |
Chairman of the Company Other companies: Chairman and CEO of Goodway Machine Corp. Chairman of Hung Jiu Machine Co., Ltd. Chairman of JiaJin Investment Co., Ltd. Chairman of Hong Hua Investment Co., Ltd. Chairman of Huahan Leasing Co., Ltd. Person in charge of B-way, Billion- way (Cayman) Person in charge of YAMA SEIKI USA INC. Managing Director of Precision Machinery Research Development Center Managing Director of Taiwan Machine Tool Foundation Chairman of Academia- Industry Consortium for Science Park in Central Taiwan Chairman of Yang Wenxu Charity Foundation |
President Director |
Shang-Ru Yang Qing-Feng Yang |
Father and son Brother-in- law |
| Director | Taiwan | Goodway Machine Corp. |
June 7, 2023 |
3 years | May 29, 2002 |
47,941,311 | 49.63% | 47,962,311 | 49.65% |
- | - | - | - | - | - | - | - | - |
7
| Title | Nationality and registry |
Name |
Gender/ Age |
Date elected |
Term | Date first elected |
Shares at election | Shares at election | Current number of shares held |
Current number of shares held |
Shareholdings of spouse and minor children |
Shareholdings of spouse and minor children |
Shares held in the names of others |
Shares held in the names of others |
Major career (academic) achievements |
Current duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Title | Name | Relationship | |||||||||
| Taiwan | Goodway Machine Corp. Representative: Cheng-Xuan Wang |
Male Age 51-60 |
June 7, 2023 |
2 years | April 2, 2021 |
- | - | - | - | - | - | - | - | Education Recognitions: Bachelor’s degree of Information Engineering and Computer Science, Feng Chia University Work experience: Assistant manager of Marketing Planning Department of Goodway Machine Corp. Representative of juristic person of AWEA Mechantronic (Suzhou) Ltd. Representative of juristic person of Shanghai Zhuwai Mechanical and Electrical Co., Ltd. Person in charge of Hung Jiu Investment Co., Ltd. Person in charge of Hong Li Investment Co., Ltd. |
Special Assistant to Chairman of the Company Other companies: Assistant manager of Joint Marketing Planning Department of Goodway Machine Corp. Representative of juristic person of AWEA Mechantronic (Suzhou) Ltd. Representative of juristic person of Shanghai Zhuwai Mechanical and Electrical Co., Ltd. Person in charge of Hung Jiu Investment Co., Ltd. Person in charge of Hong Li Investment Co., Ltd. Representative of juristic person of Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. Person in charge of AXTRON INT’L INVESTMENT CO., LTD Person in charge of AXTRON INT’L INVESTMENT LIMITED |
- |
- | - | |
| Director | Taiwan | Cheng-Jun Yang |
Male Age 51-60 |
June 7, 2023 |
3 years | August 18, 2021 |
- | - | - | - | 1,000 | 0.00% | - | - | Education Recognitions: Executive Master of Business Administration, National Chung Hsing University Work experience: Person in charge of Jin Cheng Investment Ltd. Chairman of Yih Chuan Machinery Industry Co., Ltd. |
The Company: None Other companies: Person in charge of Jin Cheng Investment Ltd. Person in charge of Bo Xin Investment Co., Ltd. Director of Turvo International Co., Ltd. Chairman of Yih Chuan Machinery Industry Co., Ltd. |
Chairman | De-Hua Yang |
Father and son |
| Director | Taiwan | Qing-Feng Yang |
Male Age 71-80 |
June 7, 2023 |
3 years | August 18, 2021 |
130,000 | 0.13% | 130,000 | 0.13% | - | - | - | - | Education Recognitions: Bachelor’s degree of Accounting, National Chung Hsing University Work experience: Vice President of Goodway Machine Corp. |
The Company: None Other companies: None. |
Chairman | De-Hua Yang |
Brother-in- law |
8
| Title | Nationality and registry |
Name |
Gender/ Age |
Date elected |
Term | Date first elected |
Shares at election | Shares at election | Current number of shares held |
Current number of shares held |
Shareholdings of spouse and minor children |
Shareholdings of spouse and minor children |
Shares held in the names of others |
Shares held in the names of others |
Major career (academic) achievements |
Current duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Title | Name | Relationship | |||||||||
| Director | Taiwan | Shang-Ru Yang | Male Age 41-50 |
June 18, 2024 |
3 years | June 18, 2024 |
- | - | - | - | 661 | 0.00% |
- | - | Education Recognitions: Executive Master of Business Administration, National Chung Hsing University Work experience: President of AWEA Mechantronic Co., Ltd. |
The Company: President Other companies: Person in charge of Zonghan Investment Co., Ltd. Director of FitTech Co., Ltd. Director of Universal Microelectronics Co., Ltd. Supervisor of Yih Chuan Machinery Industry Co., Ltd. Director of Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. |
Chairman |
De-Hua Yang |
Father and son |
| Director | Taiwan | Goodway Machine Corp. Representative: Kun-Nan Zhuang |
Male Age 71-80 |
June 7, 2023 |
3 years | June 7, 2023 |
10,580 | 0.01% | 10,580 | 0.01% | 16,510 | 0.02% | - | - | Education Recognitions: Wen Shan Elementary School Work experience: Director of FitTech Co., Ltd. Chairman of Yo Hao Enterprise Co., Ltd. |
The Company: None Other companies: Director of FitTech Co., Ltd. Chairman of Yo Hao Enterprise Co., Ltd. |
- |
- | - |
| Independent Director |
Taiwan | Zheng-Yong Huang |
Male Age 71-80 |
June 7, 2023 |
3 years | June 7, 2023 |
- | - | - | - | - | - | - | - | Education Recognitions: Department of Architecture, National Taipei University of Technology Bachelor’s degree of Civil and Construction Engineering, National Taiwan University of Science and Technology Work experience: Chairman of Te Chang Construction Co., Ltd. Chairman of Wang Xin Development and Construction Co., Ltd. Chairman of DG Rubber Co., Ltd. Chairman of Classic Railway International CO., Ltd. |
The Company: None Other companies: Chairman of Te Chang Construction Co., Ltd. Chairman of Wang Xin Development and Construction Co., Ltd. Chairman of DG Rubber Co., Ltd. Chairman of Classic Railway International CO., Ltd. |
- | - | - |
9
| Title | Nationality and registry |
Name |
Gender/ Age |
Date elected |
Term | Date first elected |
Shares at election | Shares at election | Current number of shares held |
Current number of shares held |
Shareholdings of spouse and minor children |
Shareholdings of spouse and minor children |
Shares held in the names of others |
Shares held in the names of others |
Major career (academic) achievements |
Current duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
Spouse or relatives of second degree or closer acting as department heads, directors or supervisor |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Title | Name | Relationship | |||||||||
| Independent Director |
Taiwan | Li-Ying Luo | Female Age 41-50 |
June 7, 2023 |
3 years | June 7, 2023 |
- | - | - | - | - | - | - | - | Education Recognitions: Bachelor’s degree of National Kaohsiung First University of Science and Technology Work experience: Manager of FitTech Co., Ltd. Assistant manager of Da Fon Environmental Technology Co., Ltd. |
The Company: None Other companies: None. |
- | - | - |
| Independent Director |
Taiwan | Yu-Ren Su | Male Age 41-50 |
June 7, 2023 |
3 years | June 7, 2023 |
- | - | - | - | - | - | - | - | Education Recognitions: Associate degree of Grossmont College Work experience: Management Information System Engineer of Dayungs Development Co., Ltd |
The Company: None Other companies: Management Information System Engineer of Dayungs Development Co., Ltd |
- | - | - |
| Independent Director |
Taiwan | Xi-Peng Hong | Male Age 71-80 |
June 7, 2023 |
3 years | June 10, 2020 |
- | - | - | - | - | - | - | - | Education Recognitions: Master of Bio-Industrial Mechatronics Engineering, National Chung Hsing University Work experience: Lecturer of Department of Mechanical Engineering, Hsiuping University of Science and Technology |
The Company: None Other companies: None. |
- | - | - |
10
- Major shareholders of juristic person shareholders
March 31, 2025
| March 31,2025 | |
|---|---|
| Name ofjuristicperson shareholder | Major shareholders ofjuristicperson shareholders |
| Goodway Machine Corp. | De-Hua Yang (41.21%) JiaJin Investment Co., Ltd. (7.39%) Hong Li Investment Co., Ltd. (7.16%) Zhi Yuan Investment Co., Ltd. (6.52%) Yu En Investment Ltd. (6.43%) Zong Han Investment Ltd. (6.32%) Jin Cheng Investment Ltd.(5.78%) Hong Hua Investment Co., Ltd. (2.66%) Hung Jiu Investment Co., Ltd. (2.65%) HungJiu Machine Co.,Ltd.(2.33%) |
- The above table shows the major shareholders (top ten in the ratio of shareholding) of juristic person shareholders and their ratios of shareholding
| Name ofjuristicperson | Major shareholders ofjuristicperson |
|---|---|
| JiaJin Investment Co., Ltd. |
De-Hua Yang (33.32%), Cheng-Jun Yang (22.50%), Shang-Ru Yang (22.46%), Shu-Han Yang (21.66%), De-Sheng Yang (0.02%) Chun-Mu Zhang (0.02%), Qing-FengYang (0.02%) |
| Hong Li Investment Co., Ltd. |
De-Hua Yang (27.40%), Cheng-Jun Yang (24.20%), Shang-Ru Yang (24.20%),Shu-Han Yang (24.20%) |
| Zhi Yuan Investment Co., Ltd. |
De-Hua Yang (46.60%), Cheng-Jun Yang (17.25%), Shang-Ru Yang (17.75%) Shu-Han Yang (17.75%), Qi-Guan Zeng (0.50%), De-Sheng Yang (0.05%) Chun-Mu Zhang (0.05%), Qing-FengYang (0.05%) |
| Yu En Investment Co., Ltd. |
Shu-Han Yang(100.00%) |
| ZongHan Investment Co., Ltd. |
Shang-Ru Yang(100.00%) |
| Jin ChengInvestment Co., Ltd. |
Cheng-Jun Yang(100.00%) |
| Hong Hua Investment Co., Ltd. |
De-Hua Yang (27.40%), Cheng-Jun Yang (24.20%), Shang-Ru Yang (24.20%) Shu-Han Yang (24.20%) |
| Hung Jiu Investment Co., Ltd. |
De-Hua Yang (31.34%), Shu-Han Yang(12.50%), Shang-Ru Yang (12.50%) Jiang-Bin Jiang(8.33%), Su-Wan Xiao (8.33%), Shang-Hua Jiang(5.00%) Qing-Zhang Wu (5.00%), Yu En Investment Ltd. (4.17%) Zong Han Investment Ltd. (4.17%), Zhi-Chang Cai (3.33%) Cheng-Jun Yang (3.33%) Zhen-Zhong Zheng (1.67%), Zhen-Chuan You(0.33%) |
11
| Name ofjuristicperson | Major shareholders ofjuristicperson |
|---|---|
| Hung Jiu Machine Co., Ltd. | JiaJin Investment Co., Ltd. (60.00%), De-Hua Yang (38.00%), Cheng-Jun Yang (0.80%), Shang-Ru Yang(0.80%), Shu-Han Yang(0.40%) |
4. Disclosure of professional qualification of the directors and independence of directors:
| Qualification Name |
Professional qualification and experience | Compliance of independence (Note) |
Number of positions as an Independent Director in other public listed companies |
|---|---|---|---|
| De-Hua Yang | Education Recognitions: Bachelor’s degree of Mechanical Engineering, National Chung Hsing University EMBA, National Chung Hsing University Work experience: Chairman and CEO of Goodway Machine Corp. Chairman of Hung Jiu Machine Co., Ltd. Chairman of JiaJin Investment Co., Ltd. Chairman of Hong Hua Investment Co., Ltd. Chairman of Huahan Leasing Co., Ltd. Person in charge of B-way, Billion-way (Cayman) Person in charge of YAMA SEIKI USA INC. Managing Director of Precision Machinery Research Development Center Managing Director of Taiwan Machine Tool Foundation Chairman of Academia-Industry Consortium for Science Park in Central Taiwan Director of Turvo International Co., Ltd. Chairman of YangWenxu CharityFoundation |
(8)(9)(11)(12) | None |
| Goodway Machine Corp. Representative: Cheng-Xuan Wang |
Education Recognitions: Bachelor’s degree of Information Engineering and Computer Science, Feng Chia University Work experience: Chairman of Hung Jiu Investment Co., Ltd. Assistant manager of Joint Marketing Planning Department of Goodway Machine Corp. Special Assistant to Chairman of AWEA Mechantronic Co.,Ltd. |
(3)(4)(5)(6)(7)(8) (9)(10)(11)(12) |
None |
| Goodway Machine Corp. Representative: Kun-Nan Zhuang |
Education Recognitions: Wen Shan Elementary School Work experience: Director of FitTech Co., Ltd. Chairman of Yo Hao Enterprise Co.,Ltd. |
(1)(2)(3)(4)(5)(6)(7) (8)(9)(10)(11)(12) |
None |
12
| Qualification Name |
Professional qualification and experience | Compliance of independence (Note) |
Number of positions as an Independent Director in other public listed companies |
|---|---|---|---|
| Cheng-Jun Yang | Education Recognitions: Master of Business Administration, National Chung Hsing University Work experience: Person in charge of Jin Cheng Investment Ltd. Chairman of Yih Chuan MachineryIndustryCo.,Ltd. |
(5)(8)(9)(11)(12) | None |
| Shang-Ru Yang | Education Recognitions: Master of Business Administration, National Chung Hsing University Work experience: President of AWEA Mechantronic Co., Ltd. Person in charge of Zonghan Investment Co., Ltd. Director of FitTech Co., Ltd. Director of Universal Microelectronics Co.,Ltd. |
(8)(9)(11)(12) | None |
| Qing-Feng Yang | Education Recognitions: Bachelor’s degree of Accounting, National Chung Hsing University Work experience: Vice President of GoodwayMachine Corp. |
(1)(2)(3)(5)(6)(7) (8)(9)(11)(12) |
None |
| Zheng-Yong Huang (Independent Director) |
Education Recognitions: Department of Architecture, National Taipei University of Technology Bachelor’s degree of Civil and Construction Engineering, National Taiwan University of Science and Technology Work experience: Chairman of Te Chang Construction Co., Ltd. Chairman of Wang Xin Development and Construction Co., Ltd. Chairman of DG Rubber Co., Ltd. Chairman of Classic RailwayInternational CO.,Ltd. |
(1)(2)(3)(4)(5)(6)(7) (8)(9)(10)(11)(12) |
None |
| Li-Ying Luo (Independent Director) |
Education Recognitions: Bachelor’s degree of National Kaohsiung First University of Science and Technology Work experience: Manager of FitTech Co., Ltd. Assistant manager of Da Fon Environmental TechnologyCo.,Ltd. |
(1)(2)(3)(4)(5)(6)(7) (8)(9)(10)(11)(12) |
None |
| Yu-Ren Su (Independent Director) |
Education Recognitions: Associate degree of Grossmont College Work experience: Management Information System Engineer of Dayungs Development Co.,Ltd |
(1)(2)(3)(4)(5)(6)(7) (8)(9)(10)(11)(12) |
None |
13
| Qualification Name |
Professional qualification and experience | Compliance of independence (Note) |
Number of positions as an Independent Director in other public listed companies |
|---|---|---|---|
| Xi-Peng Hong (Independent Director) |
Education Recognitions: Master of Bio-Industrial Mechatronics Engineering, National Chung Hsing University Work experience: Lecturer of Department of Mechanical Engineering, HsiupingUniversityof Science and Technology |
(1)(2)(3)(4)(5)(6)(7) (8)(9)(10)(11)(12) |
None |
-
Note: The directors and supervisors who meet the following conditions in the two years before the election and during the term of his/her office, please fill in the code.
-
(1) Not an employee of the Company or any of its affiliates.
-
(2) Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in case where the person is an independent director of the company, its parent company or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
-
(4) Not a manager of (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of (2) or (3).
-
(5) Not a director, supervisor or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company or ranks as one of its top five shareholders or was appointed pursuant to Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in case where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
-
(6) Not a director, supervisor, or employee of another company where a majority of the Company’s directorships or voting shares and those of another company are controlled by the same person (except for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).
-
(7) Not the same person as the Company’s Chairman, President or person with equivalent position or the director (managing director), supervisor or employee of company or institution of the spouse thereof. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
-
(8) Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% and no more than 50% of the total issued shares of the Company and for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).
-
(9) Not being a business owner, partner, director, supervisor, managerial officer and their spouses of professionals, sole proprietorship, partnership, company or institution of commercial, legal, financial, accounting and other related services providing audit for the Company or its affiliated enterprises or with cumulative remuneration not exceeding NTD 500,000 in the last two years. This restriction does not apply to any member of the Remuneration Committee, public tender offers Audit Committee or mergers and acquisition special committee, who exercises powers pursuant to relative regulations of the Securities and Exchange Act and Business Mergers and Acquisitions Act.
-
(10) Not a spouse or a relative within the second degree of kinship of any other director of the Company.
-
(11) Not meet any descriptions stated in Article 30 of the Company Act.
-
(12) Not a governmental, juridic person or its representative as defined in Article 27 of the Company Act.
14
(II) Background information of President, Vice Presidents, Assistant Managers, and the heads of various departments and branches
March 29, 2025; Unit: shares
| Title | Nationality | Name |
Gender | Date elected | Shares held | Shares held | Shareholdings of spouse and minor children |
Shareholdings of spouse and minor children |
Shares held in the names of others |
Shares held in the names of others |
Major career (academic) achievements |
Current positions in the company and other companies |
Spouse or relatives of second degree or closer acting as managerial officers |
Spouse or relatives of second degree or closer acting as managerial officers |
Spouse or relatives of second degree or closer acting as managerial officers |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Title | Name | Relationship | ||||||||
| President | Taiwan | Shang-Ru Yang |
Male | October 1, 2023 |
- | - | 661 | 0.00% |
- |
- | Master of Business Administration, National Chung Hsing University |
President of AWEA Mechantronic Co., Ltd. Person in charge of Zonghan Investment Co., Ltd. Director of FitTech Co., Ltd. Director of Universal Microelectronics Co., Ltd. |
- | - | - | Note 1 |
| Vice Presidents |
Taiwan | Chang- Chi Yang |
Male | April 2, 2021 |
- | - | - | - | - | - | EMBA, Feng Chia University |
President of Shanghai Zhuwai Mechanical and Electrical Co., Ltd. Director and President of AWEA Mechantronic (Suzhou) Ltd. |
- | - | - | |
| Vice Presidents |
Taiwan | Rui-Ming Ye |
Male | September 1, 2016 |
- |
- | - | - | - | - | Bachelor’s degree of Mechanical Engineering at Tamkang University |
Director of AWEA Mechantronic (Suzhou) Ltd. |
- | - | - |
Note 1: Based on the need of business philosophy inheritance, the chairman of the Company is a relative of first degree of the president. Methods to respond include: more than half of the directors are not the employees or managerial officers.
15
(III) Remuneration payment to directors, supervisor, president, and vice president in the latest year
1. Director’s remuneration
December 31, 2024 Unit: NTD thousand; %
| Title | Name | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | The sum of A, B, C and D as a percentage of after-tax net profit |
The sum of A, B, C and D as a percentage of after-tax net profit |
Remuneration | Remuneration | Remuneration | Remuneration | as an employee | as an employee | as an employee | as an employee | The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit |
The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit |
Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) |
Pension (B) |
Remuneration to directors (C) |
Fees for services rendered (D) |
Salaries, bonuses, special allowances etc. (E) |
Pension (F) | Employees’ remuneration (G) |
||||||||||||||||
| The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company | All companies shown in the financial report |
|||||
| Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||||||||||
| Chairman | De-Hua Yang | 0.012 | 0.012 | - |
- |
500 |
500 |
25 |
25 |
525 0.12% |
525 0.12% |
- |
- |
- |
- |
- |
- |
- |
- |
525 0.12% |
525 0.12% |
None |
| Director | Goodway Machine Corp. | - |
- |
- |
- |
500 |
500 |
- |
- |
500 0.11% |
500 0.11% |
- |
- |
- |
- |
- |
- |
- |
- |
500 0.11% |
500 0.11% |
None |
| Director | Goodway Machine Corp. Representative: Cheng-Xuan Wang |
- |
- |
- |
- |
- |
- |
25 |
25 |
25 0.01% |
25 0.01% |
240 |
549 |
- |
- |
- |
- |
- |
- |
265 0.06% |
575 0.13% |
None |
| Director | Goodway Machine Corp. Representative: Kun-Nan Zhuang |
- |
- |
- |
- |
- |
- |
25 |
25 |
25 0.01% |
25 0.01% |
- |
- |
- |
- |
- |
- |
- |
- |
25 0.01% |
25 0.01% |
None |
| Director | Cheng-Jun Yang | - | - |
- |
- |
250 |
250 |
25 |
25 |
275 0.06% |
275 0.06% |
- |
- |
- |
- |
- |
- |
- |
- |
275 0.06% |
275 0.06% |
None |
| Director | Qing-Feng Yang | - | - |
- |
- |
250 |
250 |
25 |
25 |
275 0.06% |
275 0.06% |
- |
- |
- |
- |
- |
- |
- |
- |
275 0.06% |
275 0.06% |
None |
| Director | Shang-Ru Yang | - | - |
- |
- |
250 |
250 |
15 |
15 |
265 0.06% |
265 0.06% |
2,761 |
3,148 | 108 |
108 |
850 |
- |
850 |
- |
3,984 0.88% |
4,371 0.97% |
None |
| Independent Director |
Li-Ying Luo | - | - |
- |
- |
250 |
250 |
25 |
25 |
275 0.06% |
275 0.06% |
- |
- |
- |
- |
- |
- |
- |
- |
275 0.06% |
275 0.06% |
None |
16
| Title | Name | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | Director’s remuneration | The sum of A, B, C and D as a percentage of after-tax net profit |
The sum of A, B, C and D as a percentage of after-tax net profit |
Remuneration | Remuneration | Remuneration | Remuneration | as an employee | as an employee | as an employee | as an employee | The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit |
The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit |
Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) |
Pension (B) |
Remuneration to directors (C) |
Fees for services rendered (D) |
Salaries, bonuses, special allowances etc. (E) |
Pension (F) | Employees’ remuneration (G) |
||||||||||||||||
| The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company | All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company | All companies shown in the financial report |
|||||
| Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||||||||||
| Independent Director |
Yu-Ren Su | - | - |
- |
- |
250 |
250 |
25 |
25 |
275 0.06% |
275 0.06% |
- |
- |
- |
- |
- |
- |
- |
- |
275 0.06% |
275 0.06% |
None |
| Independent Director |
Zheng-Yong Huang | - | - |
- |
- |
250 |
250 |
25 |
25 |
275 0.06% |
275 0.06% |
- |
- |
- |
- |
- |
- |
- |
- |
275 0.06% |
275 0.06% |
None |
| Independent Director |
Xi-Peng Hong | - | - |
- |
- |
250 |
250 |
25 |
25 |
275 0.06% |
275 0.06% |
- |
- |
- |
- |
- |
- |
- |
- |
275 0.06% |
275 0.06% |
None |
Note 1: Director Cheng-Jun Yang was provided with a car, at the cost of NTD 3,675 thousand, and book value at NTD 1,276 thousand. (It was not included in the salary, bonus and special expenditures for 2024)
17
2. President’s and managerial officers’ remuneration
December 31, 2024 Unit: NTD thousand; %
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonuses, special allowances etc. (C) (Note) |
Bonuses, special allowances etc. (C) (Note) |
Remuneration to employees (D) | Remuneration to employees (D) | Remuneration to employees (D) | Remuneration to employees (D) | The sum of A, B, C and D as a percentage of after- tax net profit (%) |
The sum of A, B, C and D as a percentage of after- tax net profit (%) |
Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| President | Shang-Ru Yang | 1,861 | 2,248 | 108 | 108 | 1,165 | 1,165 | 850 | - | 850 | - | 3,984 0.88% |
4,371 0.97% |
None |
| Vice Presidents |
Rui-Ming Ye | 2,007 | 2,007 | 118 | 118 | 270 | 270 | 390 | - | 390 | - | 2,785 0.62% |
2,785 0.62% |
None |
| Vice Presidents |
Chang-Chi Yang | 1,632 | 3,376 | 95 | 95 | 350 | 737 | 250 | - | 250 | - | 2,327 0.51% |
4,458 0.98% |
None |
| Assistant Manager |
Hong-Bin Xu | 116 | 116 | 11 | 11 | - | - | - | - | - | - | 127 0.03% |
127 0.03% |
None |
Note 1: All pensions in 2024 were set aside, and 2% was set aside according to the old system and 6% was set aside according to the new system.
18
3. Remuneration of the top five highest-paid supervisors
December 31, 2024 Unit: NTD thousand; %
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonuses, special allowances etc. (C) (Note) |
Bonuses, special allowances etc. (C) (Note) |
Remuneration to employees (D) | Remuneration to employees (D) | Remuneration to employees (D) | Remuneration to employees (D) | The sum of A, B, C and D as a percentage of after- tax net profit (%) |
The sum of A, B, C and D as a percentage of after- tax net profit (%) |
Remuneration received from the invested companies other than the subsidiaries and the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
The Company |
All companies shown in the financial report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| President | Shang-Ru Yang | 1,861 | 2,248 | 108 | 108 | 1,165 | 1,165 | 850 | - | 850 | - | 3,984 0.88% |
4,371 0.97% |
None |
| Vice Presidents |
Rui-Ming Ye | 2,007 | 2,007 | 118 | 118 | 270 | 270 | 390 | - | 390 | - | 2,785 0.62% |
2,785 0.62% |
None |
| Vice Presidents |
Chang-Chi Yang | 1,632 | 3,376 | 95 | 95 | 350 | 737 | 250 | - | 250 | - | 2,327 0.51% |
4,458 0.98% |
None |
19
- Names of the managerial officers received employee’s remuneration and the distribution status
| status | status | status | status | status | status | |
|---|---|---|---|---|---|---|
| December 31, 2024 Unit: NTD thousand;% |
||||||
| Title | Name | Stock amount |
Cash amount |
Total | As a percentage of after-tax netprofit(%) |
|
| Managerial officers | President | Shang-Ru Yang | - | 1,490 | 1,490 | 0.33% |
| Vice President | Chang-Chi Yang | |||||
| Vice President | Rui-Ming Ye |
-
Note 1: The amount of remuneration distributed to employees is resolved by the shareholders’ meeting, and the proposed amount for the current year is estimated on the basis of the actual distribution proportion of the previous year.
-
Analysis and state the ratio of total remuneration paid to the Company’s Directors, Supervisors, President, and Vice President. by the Company and the companies in the consolidated financial statements to after-tax net profit in the last two years; also, describe the policy, standard, and combination of remuneration paid; moreover, the procedure of defining remuneration and its relation to business performance and future risks
| Title | The Company | The Company | Consolidated financial statements | Consolidated financial statements |
|---|---|---|---|---|
| 2023 | 2024 | 2023 | 2024 | |
| Director | 1.59% | 1.54% | 1.79% | 1.70% |
| Supervisor | - | - | - | - |
| President and managerial officers |
3.57% | 2.29% | 4.58% | 2.92% |
- Note: The information for 2024 includes the earnings distribution proposal. The earnings distribution proposal has been resolved by the shareholders’ meeting, of which the proposed amount of employees’ remuneration for the current year is estimated on the basis of the actual distribution proportion of the previous year.
Description:
- (1) In accordance with Article 20 of the Articles of Incorporation of the Company, the Company shall pay remunerations to the directors for their execution of positions in the Company, and the remunerations to the Chairman and directors shall be authorized to be determined by the Board of Directors according to the degree of their participation in the operation of the Company and the value of their contributions, taking into account both the domestic and foreign industry standards. In addition to the above remunerations, the directors may receive traffic allowance for participating in board meetings.
20
-
(2) As stipulated in Article 27 of the Articles of Incorporation of the Company, “If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ remuneration and directors’ remuneration), it shall set aside 3%-8% of the profit as employees’ remuneration, and set aside no more than 2% as directors’ remuneration…”.
-
(3) In general, a director who is also an employee shall be paid a reasonable salary according to the salary standard of the Company, taking into account the salary level of such employee in the peer market, his/her scope of authority and responsibility within the Company, his/her contribution to the business objectives of the Company and the decision risk borne by the position.
-
(4) As for the directors’ remuneration, in addition to considering the overall operating performance of the Company, reasonable directors’ remuneration shall be given with reference to the results of the profit margin, operating efficiency and performance evaluation of the year, and the directors’ remuneration system shall be reviewed at any time in accordance with the actual operating conditions and relevant laws and regulations. The directors’ remuneration shall be reviewed by the Remuneration Committee and resolved by the by the Board of Directors.
-
(5) Analysis on change in the last two years: None.
-
(6) No remuneration was paid to supervisors due to the establishment of the Audit Committee in 2023 and 2024.
21
-
II. Corporate governance
-
(I) Information on the operation of the Board of Directors
- The Board of Directors held 5 meetings (A) in the latest year and the participation of the directors are shown below:
December 31, 2024
| Title | Name | Actual attendance (B) |
Proxy Attendance |
Actual attendance rate (%) [B/A] |
Remark |
|---|---|---|---|---|---|
| Chairman | De-Hua Yang | 5 | - | 100.00% | Re-elected on June 7,2023 |
| Director | Goodway Machine Corp. Representative: Cheng-Xuan Wang |
5 | - | 100.00% | Re-elected on June 7, 2023 |
| Director | Goodway Machine Corp. Representative: Kun-Nan Zhuang |
5 | - | 100.00% | Newly elected on June 7, 2023 |
| Director | Cheng-Jun Yang | 5 | - | 100.00% | Re-elected on June 7,2023 |
| Director | Qing-Feng Yang | 5 | - | 100.00% | Re-elected on June 7,2023 |
| Director | Shang-Ru Yang | 3 | - | 100.00% | Newly elected on June 18,2024 |
| Independent Director |
Li-Ying Luo | 5 | - | 100.00% | Newly elected on June 7,2023 |
| Independent Director |
Zheng-Yong Huang | 5 | - | 100.00% | Newly elected on June 7,2023 |
| Independent Director |
Yu-Ren Su | 5 | - | 100.00% | Newly elected on June 7,2023 |
| Independent Director |
Xi-Peng Hong | 5 | - | 100.00% | Re-elected on June 7,2023 |
| Other remarks: 1. Issues required under Article 14-3 of Securities and Exchange Act are other resolutions of the Board of Directors to which independent directors have objection or reserve opinions and which are recorded or declared in writing, and shall specify the date, term, the contents of the proposals, the opinions of all independent directors, and the processing of the opinions proposed by the independent directors: None. 2. With respect to the avoidance of conflicting interest agendas, describe the names of directors, details of the relevant agendas, reasons for avoiding conflicting interest, and the voting decisions: None. 3. Targets for strengthening the functions of the Board of Directors during the current and the latest years (e.g., set up an Audit Committee, and enhance information transparency) and the evaluation of the implementation status: enhance information transparency, strengthen corporate governance, and establish Sustainable Development Committee. |
22
- The implementation of the Board of Directors evaluation:
| Evaluation cycle |
Evaluation period |
Evaluation scope |
Evaluation method |
Evaluation content |
|---|---|---|---|---|
| Evaluation performed once a year |
2024.1.1 - 2024.12.31 |
Board of Directors |
Internal self- evaluation of the Board of Directors |
1. Level of participation in the Company’s operations 2. Improvement of the quality of the board of directors’ decision making 3. Composition and structure of the board of directors 4. Election and continuing education of the directors 5. Internal Control |
| Evaluation performed once a year |
2024.1.1 - 2024.12.31 |
Board members |
Self- evaluation of the board members |
1. Director’s awareness toward the Company’s goals and missions 2. Director’s awareness to duties 3. Level of participation in the Company’s operations 4. Management and communication of internal relations 5. Professionalism and continuing education of directors 6. Internal Control |
| Evaluation performed once a year |
2024.1.1 - 2024.12.31 |
Remuneration Committee |
Internal self- evaluation of the Remuneration Committee |
1. Level of participation in the Company’s operations 2. Awareness of the duties of Remuneration Committee. 3. Improvement of the quality of the Remuneration Committee’s decision making 4. Remuneration Committee’s composition and election of its members 5. Internal Control |
| Evaluation performed once a year |
2024.1.1 - 2024.12.31 |
Audit Committee |
Internal self- evaluation of the Audit Committee |
1. Level of participation in the Company’s operations 2. Awareness of the duties of Audit Committee. 3. Improvement of the quality of the Audit Committee’s decision making 4. Audit Committee’s composition and election of its members 5. Internal Control |
23
-
(II) Information on the operation of the Audit Committee
-
The Audit Committee held 5 meetings(A) in the latest year and the participation of the independent director are shown below:
| independent director are shown below: | independent director are shown below: | independent director are shown below: | independent director are shown below: | independent director are shown below: | independent director are shown below: |
|---|---|---|---|---|---|
| December 31,2024 | |||||
| Title | Name | Actual attendance(B) |
Proxy Attendance |
Actual attendance %(B/A) |
Remark |
| Independent Director |
Li-Ying Luo | 5 | - | 100.00% | Newly elected on June 7,2023 |
| Independent Director |
Zheng-Yong Huang | 5 | - | 100.00% | Newly elected on June 7,2023 |
| Independent Director |
Yu-Ren Su | 5 | - | 100.00% | Newly elected on June 7,2023 |
| Independent Director |
Xi-Peng Hong | 5 | - | 100.00% | Re-elected on June 7,2023 |
| Other remarks: 1. Where any one among those enumerated below exists as the performance by the Audit Committee, the convention date, term, contents of agenda, outcome of the decision resolved in the Audit Committee as well as the Company’s opinions toward the Audit Committee’s opinions should be expressly remarked: (1) Matters listed in Article 14-5 of the Securities Exchange Act: the Company has established an Audit Committee, which applies to the relevant matters of Article 14-5 of the Securities Exchange Act. All independent directors have agreed to pass all proposals. Please refer to the “Meeting Status of the Audit Committee” in this annual report for relevant data. (2) Except the aforementioned issue, other issue not yet resolved in the Audit Committee but has been duly resolved by two-thirds majority of the total number of director seats: None 2. With respect to the avoidance of conflicting interest agendas, describe the names of independent directors, details of the relevant agendas, reasons for avoiding conflicting interest, and the voting decisions: None. 3. Facts of communications by and between independent directors and internal audit supervisors as well as CPA(s) (should include issues regarding the Company’s financial conditions, facts in business operation and such key issues, the method of communications and the outcome thereof). (1) They submit the audit and tracking reports to the convenor for inspection at least once a quarter, and report the audit results, improvement of audit deficiencies and the Company’s financial conditions and facts in business operation of the month, and the convenor gives the review comments on the audit report. (2) The internal audit supervisors and CPAs attend the Audit Committee, to which they report the audit work and the audit methods and scope of CPAs, and major audit adjustments and descriptions. CPAs communicate and discuss with directors and the Audit Committee at irregular intervals. In addition to communications at the meeting, the audit supervisors, CPAs, and independent directors may directly contact and communicate with independent directors as needed to maintain good interaction. For the relevant information, please refer to the “Summary of communications between independent directors and CPAs and audit supervisors” in this annual report. |
24
- The meeting status of the Audit Committee is as follows:
| Audit Committee |
Proposal content | Resolution results of Audit Committee |
The Company’s handling of the Audit Committee’s opinions |
|---|---|---|---|
| 4th meeting of the 2nd Audit Committee 2024.3.5 |
1. Proposal for the Company’s 2023 Internal Control Statement. |
Approve by all members of the Audit Committee. |
The proposals 1-3 were approved by all directors present at the Board meeting on March 5, 2024. The proposal 4 is reserved for discussion at the next meeting. |
| 2. Proposal for 2023 financial and business report and financial statements. |
|||
| 3. Proposal for the 2023 earnings distribution | |||
| 4. Proposal for appointment of the accounting supervisor and financial supervisor. |
|||
| 5th meeting of the 2nd Audit Committee 2024.5.7 |
1. Proposal for evaluation of the independence and competence of CPAs of the Company. |
Approve by all members of the Audit Committee. |
Approved by all directors present at the Board meeting on May 7, 2024. |
| 2. Proposal for appointment of the accounting supervisor and financial supervisor. |
|||
| 3. Proposal for the approval on the consolidated financial statement for the first quarter of 2024 |
|||
| 4. Proposal for loan to Yih Chuan Machinery. | |||
| 5. Proposal for making amendment to the Internal Control System. |
|||
| 6th meeting of the 2nd Audit Committee 2024.8.5 |
1. Proposal for appointment of the accounting supervisor and financial supervisor. |
Approve by all members of the Audit Committee. |
Approved by all directors present at the Board meeting on August 5, 2024 |
| 2. Proposal for the approval on the consolidated financial statement for the secondquarter of 2024 |
|||
| 3. Proposal for making amendment to the Internal Control System. |
|||
| 7th meeting of the 2nd Audit Committee 2024.11.6 |
1. Proposal for the approval on the consolidated financial statement for the thirdquarter of 2024 |
Approve by all members of the Audit Committee. |
Approved by all directors present at the Board meeting on November 6, 2024 |
| 2. Proposal for changes in CPAs. | |||
| 3. Proposal for loan of Shanghai Zhuwei Mechantronic to AWEA(Suzhou). |
|||
| 8th meeting of the 2nd Audit Committee 2024.12.25 |
1. Proposal for the 2025 internal audit plan. | Approve by all members of the Audit Committee. |
Approved by all directors present at the Board meeting on December 25,2024 |
| 2. Proposal for evaluation of CPAs in 2025. | |||
25
- Summary of communications between independent directors and CPAs and audit supervisors
| Date | Attendee | Communication matters | Communication results |
|---|---|---|---|
| 2024.3.5 Communication Meeting between Independent Directors and CPAs |
Independent Director CPA Audit supervisor |
Report on Financial Status. Audit adjustments that materially affect the financial statements. Audit results and internal control audit report. Other matters. |
No opinion at this meeting. |
| 2024.3.5 Audit Committee |
Independent Director Audit supervisor |
Audit Plan Execution Report for the Fourth Quarter of 2023. Discussion on the Internal Control System Statement. |
No opinion at this meeting. |
| 2024.5.7 Audit Committee |
Independent Director CPA Audit supervisor |
Report on the Review Results of the Consolidated Financial Statements for the First Quarter of 2024. Audit Plan Execution Report for the First Quarter of 2024. |
No opinion at this meeting. |
| 2024.8.5 Audit Committee |
Independent Director CPA Audit supervisor |
Report on the Review Results of the Consolidated Financial Statements for the Second Quarter of 2024. Audit Plan Execution Report for the Second Quarter of 2024. |
No opinion at this meeting. |
| 2024.11.6 Audit Committee |
Independent Director CPA Audit supervisor |
Report on the Review Results of the Consolidated Financial Statements for the Third Quarter of 2024. Audit Plan Execution Report for the Third Quarter of 2024. |
No opinion at this meeting. |
| 2024.12.25 Audit Committee |
Independent Director Audit supervisor |
Discussion on the 2025 internal audit plan. Tracking report on the audit matters for the third quarter. |
No opinion at this meeting. |
26
(III) Implementation status of corporate governance, any deviation from the Corporate Governance Best Practice Principles for TWSE/ TPEx Listed Companies, and the reason
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Has the Company established and disclosed its corporate governance principles based on “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
� | The Company’s Board of Directors has set up the Corporate Governance Best Practice Principles, and all operations are handled based on the principles. So far, there have been no major deviations. |
It complies with the Corporate Governance Best Practice Principles. |
|
| 2. Shareholding structure and shareholders’ equity (1) Has the Company implemented a set of internal procedures to handle shareholders’ suggestions, queries, disputes, and litigations? (2) Does the Company have a list of the major shareholders who actually control the Company and the ultimate controllers of the major shareholders? (3) Does the Company establish and implement a risk control and firewall mechanism with affiliated enterprise? (4) Has the Company established internal policies that prevent insiders from trading securities against non-public information? |
� � � � |
(1) The Company has spokesperson and deputy spokesperson as a channel to express its opinions, and instructs the Stock Affairs Department to deal with disputes. (2) This is handled by the stock affairs department and the stock service agent of the securities company. (3) They have been formulated in the Company’s internal control system. (4) The Company has established the Procedures for Preventing Insider Trading, which prohibits insiders from utilizing the undisclosed information to trade securities. |
It complies with the Corporate Governance Best Practice Principles. |
|
| 3. The constitution and obligations of the board of directors (1) Has the Board of Directors formulated diversity policies, specific management objectives, and implemented them? |
� | (1) In order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the diversity is considered for the composition of board members, and appropriate diversity policies are formulated based on its own operations, business models,and development |
It complies with the Corporate Governance Best Practice Principles. |
27
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Does the Company voluntarily establish various Functional Committees in addition to setting up Remuneration Committees and Audit Committees in accordance with the law? |
� | needs. The “Corporate Governance Best Practice Principles” of the Company clearly stipulate that the Board members shall generally possess the knowledge, skills and quality necessary for fulfilling their duties. For specific management goals and implementation status, please refer to the “Implementation status of diversified board members” of this annual report. There are ten directors in the Company, one of whom is female. Less than one-third of the directors are of different genders. In order to enable the Board of Directors to absorb more diverse talents, the Company plans to increase the number of female directors during the election of the next Board of Directors after the expiration of the current term, gradually increasing the number of female directors to one-third of the total number. (2) The Company has established the Remuneration Committee and the Audit Committee in accordance with the law. In order to effectively implement the vision of sustainable development, the Sustainable Development Committee has been established, with direct participation of senior management, to ensure that the sustainable strategy is closely linked to the direction of corporate operations. Through the cross- department cooperation and participation of stakeholders, the Company will promote various sustainable development goals both internally and externally, and form a strong collaborative mechanism. Please refer to the “Implementation of promotion of sustainable development” of this annual report. Other functional committees are beingevaluated. |
28
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Does the Company establish a method to evaluate board performance and evaluate board performance on a yearly basis? Are the performance evaluation results reported to the Board and used as a reference for the remuneration and nomination decisions? |
� | (3) The Company formulated the method for evaluation of the Board of Directors’ performance at the Board of Directors in the first quarter of 2020, and performs the evaluation annually. The evaluation shall cover at least five aspects: 1. Degree of its participation in the Company’s operating; 2. Improvement of the Board of Directors’ decision- making quality; 3. Constitution and structure of the Board of Directors; 4. Election of and continuing education for directors; 5. Internal control. The evaluation method is that the performance is self-evaluated by directors in accordance with Board of Directors’ Performance Evaluation Form, and the relevant units summarize and report the performance evaluation results to the Board of Directors and use them as a reference for the remuneration and nomination for re-election of directors. The results of the latest evaluation were reported to the Board on February 26, 2025. The method was modified in 2023, specifying that the evaluation on the Board of Directors’ performance shall be carried out at least once every three years by an external professional independent agency or an external team of experts and scholars. The latest evaluation was commissioned to the Taiwan Investor Relations Institute (TIRI) on October 11, 2023, covering five aspects: 1. Constitution and professional development of the Board of Directors; 2. Decision-making quality of the Board of Directors; 3. Operating effectiveness of the Board of Directors; 4. Internal control and risk management; 5. Degree of theparticipation of the |
29
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Does the Company regularly evaluate the independence of the CPA? |
� | Board of Directors in corporate social responsibility. The evaluation method is that the Board of Directors’ performance from January 1 to December 31, 2023 was evaluated based on the Board minutes, current internal policy, other auxiliary documents and public information provided by the Company, and directors’ self-evaluation questionnaire and on-site and on-line interview results, and the evaluation results were reported to the Board of Directors on March 5, 2024. (4) The Company’s Audit Committee evaluates the independence and competence of the CPAs annually, refers to the Audit Quality Indicators (AQIs), and reports the evaluation results to the Board of Directors. The latest evaluation was resolved and approved by the Audit Committee on December 25, 2024 and reported to the Board of Directors for resolution and approval on December 25, 2024. Evaluation items: A. Whether the appointed CPA firm is an affiliated enterprise of the Company. B. Whether the appointed CPAs have direct or indirect substantial financial interest with the Company. C. Whether the appointed CPAs and their audit team members currently serve as directors, managers, or hold positions that have a significant impact on the audit work in the Company, or have had such circumstances in the last two years. D. Whether the appointed CPAs act as the defense counsel for the |
The Company’s CPAs can review the Company’s financial operations in a transcendent independent way. |
30
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Company or settle conflicts with other third parties on behalf of the Company. E. Whether the appointed CPAs and their audit team are suffer from or feel threat from the Company, resulting in an inability to maintain objectivity and clarify professional doubts. F. Whether the appointed CPAs and their audit team provide any non- audit services to the Company that may directly affect the audit work. G. Whether the appointed CPAs have no other circumstances that may affect their independence specified in the Bulletin. H. Whether the appointed CPAs comply with the requirements of the Bulletin No. 10 “Independence of Audit and Review”, Norm of Professional Ethics for Certified Public Accountant of the Republic of China. I. Whether the Declaration of Transcendent Independence issued by the appointed CPAs is adopted. Evaluation results: A. The Company has not appointed the same CPA for auditing for more than seven consecutive years. B. Completed the audit of financial statements of the Company for all periods as scheduled. C. Provided financial and tax consulting services to the Company on an irregular basis. D. The CPAs and CPA firm met relevant regulations in terms of audit experience and training hours. E. Issued the “Audit Quality Indicators(AQIs)” and evaluated |
31
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| according to the standards. The appointed CPAs meet the conditions described in the above independence evaluation items, which confirms that the CPAs are independent. |
||||
| 4. Has the TWSE/ TPEx listed company appointed an appropriate number of competent corporate governance persons and designated a corporate governance officer to be responsible for corporate governance-related affairs (including but not limited to providing the data required for directors and supervisors to perform duties, assisting directors and supervisors in compliance with laws and regulations, dealing with the matters related to the Board of Directors’ meeting and Shareholders’ Meeting, and preparing minutes of the Board of Directors’ meeting and Shareholders’ Meeting)? |
� | The Company appointed the Vice President Office and the Financial Department to be responsible for corporate governance-related affairs, and designated the corporate governance officer to handle such affairs as providing the data required for directors and supervisors to perform duties, dealing with the matters related to the Board of Directors’ meeting and Shareholders’ Meeting, handling the registration of the Company and its changes, and preparing minutes of the Board of Directors’ meeting and Shareholders’ Meeting. |
It complies with the Corporate Governance Best Practice Principles. |
|
| 5. Has the Company established a channel for communication with stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.), and set up a stakeholder section on the Company’s website, and does it properly respond to the important issues about corporate social responsibilities that stakeholders concerns? |
� | The Company has spokesperson and deputy spokesperson as a channel for external communication, and has set up a special area for stakeholders on its website. |
It complies with the Corporate Governance Best Practice Principles. |
|
| 6. Has the Company commissioned a professional stock service agent to handle shareholders affairs? |
� | The Company has commissioned the Stock Transfer Agency Department of Taishin International Bank to handle shareholders affairs. |
It complies with the Corporate Governance Best Practice Principles. |
|
| 7. Disclosure of information (1) Does the Company have a website setup and the financial business and corporate governance information disclosed? |
� | (1) The Company has a website setup and the relevant financial, business and corporate governance information of the Company can be inquired on the website. |
It complies with the Corporate Governance Best Practice Principles. |
32
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (2) Has the Company adopted other information disclosure methods (such as, establishing an English website, designating a responsible person for collecting and disclosing information of the Company, substantiating the spokesman system, placing the juristic person seminar program on the Company’s website, etc.)? (3) Does the Company announce and report its financial statements within two months after the end of a fiscal year, and publish and report the financial statements of Q1, Q2 and Q3 along with the monthly business performance in advance before theprescribed deadline? |
� | � | (2) The Company has set up a dedicated person to collect and disclose its information, to implement the spokesperson system. (3) Annual and semi-annual financial statements, financial statements of Q1 and Q3, and the status of monthly operations are announced and declared within the prescribed period. |
|
| 8. Are there any other important information (including but not limited to the interests of employees, employee care, investor relations, supplier relations, the rights of stakeholders, the advanced study of directors and supervisors, the implementation of risk management policies and risk measurement standards, the execution of customer policy, the purchase of liability insurance for the Company’s directors and supervisors) that are helpful in understanding the corporate governance operation of the Company? |
� | (1) The Company performs its operations based on the principle of ethical corporate management and implemented social responsibility, expecting to create the best interests for shareholders and employees. (2) The Company fully disclosed its information via the MOPS to enable the investors to understand its operation status. (3) The directors of the Company are all equipped with relevant professional knowledge, and receive further study as stipulated. The Company would from time to time inform the directors in writing to participate in further study on professional knowledge held by relevant units. (4) The directors show a good attendance at the board meeting, and the board meeting minutes are submitted to the directors after the meeting. (5) The directors of the Company are all highlyself-disciplined,and avoid the |
It complies with the Corporate Governance Best Practice Principles. |
33
| Assessment items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| proposals in which they are a stakeholder, expecting to move toward corporategovernance. |
||||
| 9. Please describe the improvement made based on the corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Stock Exchange in the latest year, and propose the matters to be improved with priority and the measures for such matters. (Companies not listed for evaluation do not need to fill in this): The Company reviews the results of the latest corporate governance evaluation, aiming to improve information transparency and strengthen the Board of Directors’ operations, and improve the information disclosure on the annual report and website. In addition, the Company’s directors are invited to complete the hours of continuing education in accordance with Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies. Indicators unscored in self-evaluation are improved according to the difficulty to meet the corporate governance requirements. |
34
Implementation status of diversified board members
To strengthen the corporate governance and promote the sound development of the constitution and structure of the Board of Directors, the Board shall consider diversity, and propose an appropriate diversity policy for its own operation, business type and development needs for the constitution of board members, including but not limited to the following two aspects:
-
Basic conditions and values, such as gender, age, nationality and culture, and female directors shall account for one-third of all directors.
-
Professional knowledge and skills, such as professional background (e.g., law, accounting, industry, finance, marketing or science and technology), professional skills, and industrial experience.
-
In accordance with Article 20 of the Company’s Corporate Governance Best Practice Principles, board members shall have general knowledge, skills and qualities required for the performance of duties. To achieve the ideal goal of corporate governance, board members shall have general knowledge, skills and qualities required for the performance of duties. Specific management objectives are as follows:
-
Ability to make operational judgments.
-
Ability to make accounting and financial analysis.
-
Ability to business management.
-
Ability to conduct crisis management.
-
Knowledge of the industry.
-
International market perspective.
-
Ability to lead.
-
Ability to make decisions.
Specific management objectives and achievement status
| Specific management objectives and achievement status | |
|---|---|
| Management objectives | Achievement status |
| Directors who concurrently serve as managerial officers shall not exceed one-third of all directors. |
Achieved |
| There shall be no spouse or relative within the second degree of kinship with more than half of directors. |
Achieved |
| The chairman and president shall not be the same person. | Achieved |
| At least one-third of the directors shall have the knowledge, skills and qualities required for the industry. |
Achieved |
| There shall be at least one female director. | Achieved |
| The number of independent directors shall not be less than one-third of all directors. | Achieved |
| The term of office of an independent director shall not exceed three consecutive terms. |
Achieved |
| At least one-third of independent directors shall have legal, financial, accounting or technologyexpertise. |
Achieved |
35
Diversified backgrounds of individual directors
| Item | Gender | Ability to make operational judgments |
Ability to make accounting and financial analysis |
Ability to business management |
Ability to conduct crisis management |
Knowledge of the industry |
International market perspective |
Ability to leadership and decision making |
|---|---|---|---|---|---|---|---|---|
| De-Hua Yang | Male | V | V | V | V | V | V | V |
| Cheng-Jun Yang | Male | V | V | V | V | V | V | V |
| Shang-Ru Yang | Male | V | V | V | V | V | V | V |
| Qing-Feng Yang | Male | V | V | V | V | V | V | V |
| Kun-Nan Zhuang | Male | V | V | V | V | V | V | |
| Cheng-Xuan Wang | Male | V | V | V | V | V | V | V |
| Zheng-Yong Huang | Male | V | V | V | V | V | V | |
| Li-Ying Luo | Female | V | V | V | V | V | V | |
| Yu-Ren Su | Male | V | V | V | V | V | ||
| Xi-Peng Hong | Male | V | V | V | V | V | V |
In order to strengthen corporate governance, the Company conducted a director re-election on June 7, 2023. The Board of Directors increased from 7 directors (including 3 independent directors) to 9 directors (including 4 independent directors), and on June 18, 2024, 1 director was elected, increasing the number of directors to 10 (including 4 independent directors). There are 4 independent directors, accounting for 40% of the total number of directors. Except for Director Xi-Peng Hong, who has served for two consecutive terms, the other three independent directors were newly appointed in 2023. More than half of the directors are not spouses or relatives within the second degree of kinship. The Board of Directors shall be able to make objective and independent judgments in company affairs. There is one female member in the Board of Directors, and all directors have different professional backgrounds, such as financial accounting, business administration, machinery, construction engineering, and information engineering. 50% of the Board members are between the ages of 40 and 50, indicating that the Board members are diverse and structurally sound.
36
-
(IV) The Company shall disclose the composition, responsibilities and operation of the Remuneration Committee if established:
-
Information on the members of the Remuneration Committee
| December31,2024 | December31,2024 | December31,2024 | December31,2024 | December31,2024 |
|---|---|---|---|---|
| Qualification Name Identity |
Professional qualification and experience | Compliance of independence (Note) |
Number of other public companies where the members are also the members of the remuneration committee of these companies. |
|
| Independent Director |
Li-Ying Luo | Education Recognitions: Bachelor’s degree of National Kaohsiung First University of Science and Technology Work experience: Manager of FitTech Co., Ltd. Assistant manager of Da Fon Environmental TechnologyCo.,Ltd. |
(1)(2)(3)(4)(5)(6) (7)(8)(9)(10) |
None |
| Independent Director |
Zheng-Yong Huang |
Education Recognitions: Department of Architecture, National Taipei University of Technology Bachelor’s degree of Civil and Construction Engineering, National Taiwan University of Science and Technology Work experience: Chairman of Te Chang Construction Co., Ltd. Chairman of Wang Xin Development and Construction Co., Ltd. Chairman of DG Rubber Co., Ltd. Chairman of Classic Railway International CO., Ltd. |
(1)(2)(3)(4)(5)(6) (7)(8)(9)(10) |
None |
| Independent Director |
Yu-Ren Su | Education Recognitions: Associate degree of Grossmont College Work experience: Management Information System Engineer of Dayungs Development Co.,Ltd |
(1)(2)(3)(4)(5)(6) (7)(8)(9)(10) |
None |
| Independent Director |
Xi-Peng Hong |
Education Recognitions: Master of Bio-Industrial Mechatronics Engineering, National Chung Hsing University Work experience: Lecturer of Department of Mechanical Engineering, Hsiuping University of Science and Technology |
(1)(2)(3)(4)(5)(6) (7)(8)(9)(10) |
None |
37
-
Note: The members who meet the following conditions in the two years before the election and during the term of his/her office, please fill in the code.
-
(1) Not an employee of the Company or any of its affiliates.
-
(2) Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in case where the person is an independent director of the company, its parent company or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
-
(4) Not a manager of (1) or spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of (2) or (3).
-
(5) Not a director, supervisor or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company or ranks as one of its top five shareholders or was appointed pursuant to Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in case where the person is an independent director of the company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
-
(6) Not a director, supervisor, or employee of another company where a majority of the Company’s directorships or voting shares and those of another company are controlled by the same person (except for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).
-
(7) Not the same person as the Company’s Chairman, President or person with equivalent position or the director (managing director), supervisor or employee of company or institution of the spouse thereof. (The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.)
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(8) Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% and no more than 50% of the total issued shares of the Company and for an independent director engaged concurrently by the Company, its parent company, and its subsidiary or a subsidiary under the same parent company in accordance with the Act or local laws and regulations).
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(9) Not being a business owner, partner, director, supervisor, managerial officer and their spouses of professionals, sole proprietorship, partnership, company or institution of commercial, legal, financial, accounting and other related services providing audit for the Company or its affiliated enterprises or with cumulative remuneration not exceeding NTD 500,000 in the last two years. This restriction does not apply to any member of the Remuneration Committee, public tender offers Audit Committee or mergers and acquisition special committee, who exercises powers pursuant to relative regulations of the Securities and Exchange Act and Business Mergers and Acquisitions Act.
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(10) Not meet any descriptions stated in Article 30 of the Company Act.
38
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Information on the operation of the Remuneration Committee
-
(1) The Company’s Remuneration Committee has four Committee members in total.
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(2) The term of office of the current committee members: from June 7, 2023 to June 6, 2026. The Remuneration Committee conducted 2 meetings (A) in the latest year and the qualifications and attendance are as follows:
| Title | Name | Actual attendance (B) |
Proxy attendance |
Actual attendance % (B/A) (Note 1) |
Remark |
|---|---|---|---|---|---|
| Convener | Li-Ying Luo | 2 | - | 100% | Newly elected on June 7, 2023 |
| Committee | Zheng-Yong Huang | 2 | - | 100% | Newly elected on June 7, 2023 |
| Committee | Yu-Ren Su | 2 | - | 100% | Newly elected on June 7, 2023 |
| Committee | Xi-Peng Hong | 2 | - | 100% | Re-elected on June 7, 2023 |
| Other remarks: 1. Where the board of directors does not adopt or amend the proposal(s) posed by the Remuneration Committee: The Company shall expressly elaborate on the date, term while the board of directors meeting was convened, contents of the issues, outcome of decisions resolved in the board of directors and the Company’s response to the opinions posed by the Remuneration Committee(For instance, if the salary pay resolved by the board of directors is higher than that proposed by the Remuneration Committee, the Company should elaborate on the fact of differential gap and the cause thereof): None. 2. Where a decision resolved in the Remuneration Committee is found in contravention of rules or in qualified opinion as verified with records or documented declaration, the Company shall expressly elaborate on the date, terms of the meeting convened by the Remuneration Committee, contents of agenda, opinions of all members and acts taken in response to such opinions: None. |
Note 1: Note 1: The attendance (%) of members of the Remuneration Committee is calculated based on the number of the Remuneration Committee’s meetings held, and the number of his/her actual attendance at the meetings, during the period when he/she was assuming the office.
39
(V) Implementation of promotion of sustainable development:
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Does the Company have a specific (or part-time) unit set up to promote the sustainable development governance framework, and the Board of Directors authorizing the management to handle matters and report the supervision results to the Board of Directors? |
� | In order to achieve the Company’s sustainable development goals, the Board of Directors serves as the highest decision- making unit for sustainable development related issues. In 2024, a functional committee called the “Sustainable Development Committee” was established, consisting of three directors (including two independent directors). The chairman of the committee, Director Shang-Ru Yang, has expertise in enterprise management and leadership of corporate transformation, which meets the professional requirements of the committee. The committee aims to enhance the performance of the Company’s Board of Directors, implement the Company’s sustainable development goals, strengthen sustainable governance, and assign relevant responsibilities. To strengthen execution, the committee has established a cross- departmental group called the “Sustainable Development Promotion Group”, which includes the top executives of various relevant units to assist the committee in implementing various plans. The group includes the Green Sustainability Group, Customer Relations Group, Sustainable Products Group, Corporate Governance Group, and Social Integration Group. It is responsible for identifying sustainable issues related to the Company’s operations and stakeholders’ concerns, formulating corresponding strategies and work policies, and preparing budgets related to sustainable development of various organizations, planning and executing annual plans, and tracking the effectiveness of implementation to ensure that sustainable development strategies are fully implemented in the Company’s daily operations. The Group shall hold a meeting every quarter and report to the Board of Directors at least once a year. The latest report was submitted to the Board of Directors on December 25, 2024. The proposals include: 1. Formulate, promote, and strengthen the Company’s sustainable development policies. 2. Supervise the disclosure of sustainable information. |
No major discrepancy. |
|
| 2. Does the company assess the risk of environmental, social, and governance (ESG) issues in relation to corporate operations based on the materiality principles |
� | 1. This disclosure covers the sustainable development performance of the Company in its main locations from January to December, 2024. The risk assessment boundary is mainly in Taiwan, where the Company is located. 2. The Sustainable Development Committee conducts analysis based on the materiality principle of the sustainability |
No major discrepancy. |
40
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary description | ||||
| and establish policies or strategies in relation to risk management? |
report, communicates with internal and external stakeholders, evaluates material ESG issues by reviewing domestic and international research reports, literatures, and integrating evaluation data from various departments and subsidiaries, formulates effective risk management policies for identification, measurement, evaluation, supervision, and control, and takes specific action plans to reduce the impact of related risks. 3. Based on the evaluated risks, relevant risk management policies or strategies are formulated as follows: Material issues Description of risk evaluation item Risk management policies or strategies Environmental Product R&D and innovation Based on the AWEA design criteria and JIS and ISO standards, conduct product planning, design, and development. Assemble and manufacture the products according to the AWEA production operation instructions. Sustainable Supply Chain Management The procurement management procedure, supplier management procedure, and incoming inspection procedure established by the Company according to the ISO9001 standard are used as the implementation standards for sustainable supplychain. Energy and Environmental Management Establish and maintain internal policies that comply with ISO14001 environmental management system and ISO50001 energy management system, conduct regular internal and third-party audits to ensure compliance with relevant regulations such as the Greenhouse Gas Reduction and Management Act and the Energy Administration Act. Social Sustainable Customer According to the ISO 9001 quality management system,the |
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| Material issues |
Description of risk evaluation item |
Risk management policies or strategies |
||||
| Environmental | Product R&D and innovation |
Based on the AWEA design criteria and JIS and ISO standards, conduct product planning, design, and development. Assemble and manufacture the products according to the AWEA production operation instructions. |
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| Sustainable Supply Chain Management |
The procurement management procedure, supplier management procedure, and incoming inspection procedure established by the Company according to the ISO9001 standard are used as the implementation standards for sustainable supplychain. |
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| Energy and Environmental Management |
Establish and maintain internal policies that comply with ISO14001 environmental management system and ISO50001 energy management system, conduct regular internal and third-party audits to ensure compliance with relevant regulations such as the Greenhouse Gas Reduction and Management Act and the Energy Administration Act. |
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| Social | Sustainable Customer |
According to the ISO 9001 quality management system,the |
41
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| Relations and Services |
“Customer Service Management Procedure”, “Customer Satisfaction Survey Procedure”, and “Customer Complaint Handling Procedure” are formulated as the main satisfaction basis for improving customer service quality and maintaining customer relations. |
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| Brand Value and Marketing |
Develop a draft brand development strategy centered on quality value and market competitiveness, and gradually construct a brand management system. Coverage: establishment of brand core values, brand visual identity standards (CIS), introduction of green marketing elements, and brand marketingactionplan. |
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| Working environment and employee rights |
The company has established a complete occupational safety and health management system in accordance with regulations such as the Labor Standards Act, the Occupational Safety and Health Act, and the Fire Services Act, and ensures the health and safety of employees in the workplace through the human factor hazard prevention plan, maternal health protection plan, workplace violence prevention plan, and abnormal workload prevention plan. |
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| Talent Recruitment and Career Development |
1. Measures for complying with ISO9001: Employee Training Procedure. 2. Company Management Measures: Personnel Recruitment Measures, Retention Bonus Management Measures,and |
42
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| Performance Evaluation Management Measures. |
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| Corporate governance | Business performance and financial transparency |
1. Conduct financial management in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Financial Reporting Standards (IFRS), and establish internal control mechanisms in accordance with the “Regulations Governing Establishment of Internal Control Systems by Public Companies” to ensure financial transparency and compliance. 2. The Company maintains high- level integrity and information transparency through financial statement disclosures, internal audits, Corporate Governance Best Practice Principles, and Ethical Corporate Management Best Practice Principles. |
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| Corporate governance and regulatory compliance |
Based on internal policies such as the “Corporate Governance Best Practice Principles”, “Ethical Management and Guidelines for Conduct”, and “Operating Procedures for the Preparation and Assurance of Sustainability Report”, establish a sound corporate governance structure to ensure transparency, fairness, and compliance of the Company’s operations. |
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| Information security |
According to ISO/IEC 27001 Information Security Management System (ISMS) and the Cyber Security Management Act, fully implement information security policies, and ensure the confidentiality,integrity,and |
43
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary description | |||||
| availability of information assets. By continuous improvement and risk management, reduce information security risks and enhance the operational resilience of the Company. |
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| 3. Environmental issues (1) Does the company have an appropriate environmental management system established in accordance with its industrial characteristics? (2) Is the Company committed to enhancing the power efficiency and using renewable materials that are with low impact on the environmental impacts? |
� � |
(1) The Company continues to pay attention to and comply with environmental regulations, including but not limited to the Air Pollution Control Act, Water Pollution Control Act, Waste Disposal Act, and Greenhouse Gas Reduction and Management Act. According to ISO14001 environmental management system and ISO14064-1:2018, the Company gradually promotes comprehensive monitoring and management of production processes, wastewater treatment, and greenhouse gas emissions to ensure that emission data meets national and international standards, and continue to promote low-carbon manufacturing and resource recycling policies. Audit mechanism: The Company conducts regular internal and external environmental audits, checks the waste emissions, greenhouse gas inventory, and energy efficiency, and implement improvement measures based on the audit results. The Company has also obtained the certification of the “ISO 14001” environmental management system (validity period: February 13, 2025 to February 12, 2028). (2) The Company conducts regular internal and third-party audits to ensure compliance with relevant regulations such as the Energy Administration Act, by importing the ISO50001 energy management system and passing third- party verification (certificate validity period: Hsinchu Plant_ISO50001:2018 certificate validity period: December 5, 2023 to December 4, 2026; Taichung Plant_ISO50001:2018 certificate validity period: November 28, 2023 to November 27, 2026). Set short-, medium-, and long-term goals for energy management, achieving a power saving target of over 0.5% in 2024 compared to 2023. In the future, the Company plans to add 1200KW solar power generation facilities and increase the use of green electricity to 50% of total electricity consumption. |
No major discrepancy. |
44
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (3) Does the Company assess the present and future potential risks and opportunities of climate change on the Company and take actions to related? (4) Has the Company calculated the greenhouse gas emission,water |
� � |
(3) The Company designates the Board of Directors as the highest decision-making unit on climate issues, and establishes the Sustainable Development Committee, with the President as the convener. The committee reviews climate risk management policies and action plans, develops and promotes the Company’s ESG strategy, and reports to the Board of Directors annually. The Company analyzes the impact and contribution of climate change risks and opportunities on operations based on the TCFD framework, formulates climate change policies as the highest guiding principle for the Company’s response to climate changes, and expects to develop low- carbon reduction plans as the overall strategic direction for promoting the plan. The Company completed the latest climate risk evaluation at the end of 2024. From amongst the various climate risk items, the Company paid special attention to the key issues with high risk and high probability of occurrence, including extreme climate impacts (such as typhoon, rainstorm and high temperature), international trade restrictions (such as carbon taxes, import tariffs and supply chain challenges caused by war), and global epidemics, and passed the corresponding management measures and resource allocation. In the process of addressing the challenges of climate change, the Company plans and sets five management objectives, covering carbon emission management, renewable energy use, supply chain stability, increasing the market share of low-carbon products, and extreme weather response capabilities, and identifies feasible opportunities and develops corresponding measures. The detailed explanation of the risk and opportunity analysis of climate change has been disclosed in the chapter on climate change response and disclosure, as well as in the Company’s Sustainability Report. Sustainability Report. (https://www.awea.com) (4) The Company completed the inventory of scopes 1 and 2 in 2024, covering all plants of the Company. For the greenhouse gas emissions in the last two years, |
45
| Promotion items | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| consumption, and total weight of wastes in the past two years and formulated greenhouse gas reduction, water consumption reduction or other waste management policies? |
please refer to the Implementation status of climate related information 1-1-1 Greenhouse Gas Inventory Information in this annual report. AWEA actively manages the resources use and waste emissions in the production process. The following is data from the last two years, covering all plants in Taiwan. Water consumption in the last twoyears Year Total water consumption (metric tons) Water consumption intensity (metric tons/NTD million of revenue) 2023 24,069 15.308 2024 25,875 20.011 Water management policy: A. Continuously optimize the utilization efficiency of water resources, promote the improvement of water- saving technologies and the use of recycled water. B. Regularly inspect the water supply pipelines in the plant to reduce the risk of water leakage and minimize water resource waste. C. Explore rainwater collection technology and apply it to landscape irrigation and cleaning purposes in the plant. The water consumption in 2024 increased by 7.5% compared to 2023, mainly due to we used tap water and groundwater alternately before, but abolished the groundwater system as we felt that Taiwan’s groundwater had been overused for a long time, causing problems such as subsidence, seawater intrusion, and deterioration of groundwater quality, in order to make our own contribution to addressing the problem of subsidence in Taiwan. Chiayi Dapumei Branch accelerated the construction progress of Phase II plant, increasing the water consumption by 10.27%. The water consumption of CTSP Plant decreased by 4.36%, which demonstrates AWEA’s dedication to protecting and cherishing water resources. In the future, AWEA will continue to replace old pipelines and explore the feasibility of water resource recycling and reuse technologies. AWEA adheres to the principle of “reduction, waste sorting, and recycling” and establishes a three-stage waste management process to ensure that the waste generated in the plant production process can be effectively classified and treated,reducingthe demand for terminal disposal. |
46
| Promotion items | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| The total weight of waste in the last two years, covering all plants of theparent company: Year Hazardous waste (metric tons) Non- hazardous waste (metric tons) Total weight (metric tons) Waste intensity (metric tons/NTD million of revenue) 2023 11.60 135.13 146.73 0.09 2024 5.19 109.96 115.15 0.0891 Waste management policy: A. Reduce the waste generation and improve resource reuse rate through reduction, waste sorting, and recycling. B. Gradually eliminate packaging materials that are difficult to recycle and promote the use of environmentally friendly packaging. C. Collaborate with local recycling agencies to achieve effective recycling and reuse of industrial waste. In 2024, the hazardous waste was reduced by 55.26% compared to the previous year, and the non-hazardous waste was reduced by 18.63%. In the future, in addition to reducing waste generation and improving resource utilization efficiency, we will also gradually improve process accuracy and the application of waste reduction technologies to reduce material waste caused by trial production and production abnormalities. |
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| 4. Social issues (1) Does the Company have the relevant management policies and procedures stipulated in accordance with the relevant laws and regulations and international conventions on human rights? |
� | (1) The Company follows international norms such as the United Nations Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the United Nations Global Compact, and the International Labour Organization Declaration on Fundamental Principles and Rights at Work, gradually builds a diverse, inclusive, safe and healthy working environment with fair employment. In accordance with local laws and regulations in Taiwan, the Company safeguards the basic human rights of all employees, colleagues, customers, suppliers, and stakeholders to ensure that employees have a suitable workplace experience. |
No major discrepancy. |
47
| Promotion items | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| We focus on workplace safety and health management, diversity and inclusion, and talent cultivation and development. Through the protection of employee rights, equal opportunities in the workplace, and occupational safety and health, we create a fair and inclusive working environment that respects diverse cultures, ensuring that all employees can develop in a non-discriminatory, non- harassing, and dignified working environment. The summary of human rights management policies and specificplans is as follows: Human Rights Management Policy Specific plan Education and promotion of human rights Organize human rights education and promotion activities of various themes to strengthen employees’ understandingof human rights issues. Labor-management relations and employee communication Through labor-management meetings, actively establish smooth communication channels to ensure the protection of employee rights and interests. Fair employment and diversified talent employment policies Through fair employment mechanisms, ensure that all job seekers and current employees are not discriminated against due to gender, age, nationality, race, religious beliefs, physical and mental disabilities. Employee health and friendly care Regularly conduct employee health examinations and provide general and special health examinations based on different work environments and employee needs to ensure that employees’ health conditions meet work requirements Workplace health promotion and psychological health support Provide health consultation services through professional plant doctors and occupational caregivers stationed in theplant Provide a safe and healthy working environment Please refer to the “Occupational Safety and Health Policies” of this annual report |
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| Human Rights Management Policy |
Specific plan | ||||
| Education and promotion of human rights |
Organize human rights education and promotion activities of various themes to strengthen employees’ understandingof human rights issues. |
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| Labor-management relations and employee communication |
Through labor-management meetings, actively establish smooth communication channels to ensure the protection of employee rights and interests. |
||||
| Fair employment and diversified talent employment policies |
Through fair employment mechanisms, ensure that all job seekers and current employees are not discriminated against due to gender, age, nationality, race, religious beliefs, physical and mental disabilities. |
||||
| Employee health and friendly care |
Regularly conduct employee health examinations and provide general and special health examinations based on different work environments and employee needs to ensure that employees’ health conditions meet work requirements |
||||
| Workplace health promotion and psychological health support |
Provide health consultation services through professional plant doctors and occupational caregivers stationed in theplant |
||||
| Provide a safe and healthy working environment |
Please refer to the “Occupational Safety and Health Policies” of this annual report |
48
| Promotion items | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| (2) Has the Company established and implemented reasonable employee welfare measures (including remuneration, leave of absence, and other benefits) and appropriately reflected business performance and achievements in the remuneration for employees? |
� | (2) | In 2024, AWEA held three human rights education campaigns for all employees. The course content included human rights commitments, anti-discrimination, anti- bullying, sexual harassment prevention and control promotion, workplace culture, labor rights, occupational safety and health, and information security and Personal Data Protection Act. The completion rate was 100%. Four labor-management meetings were held, and 300 employees received health examinations, with a coverage rate of 99.3%. Plant doctors and occupational caregivers were stationed in the plant, providing health consultation services for 64 people throughout the year. In the future, we will continue to pay attention to human rights protection issues and promote relevant education and training to enhance awareness of human rights protection and reduce the possibility of occurrence of related risks. Remuneration to the employees According to Article 27 of the Company’s Articles of Incorporation, we formulate the remuneration policy based on the principles of fairness, transparency, and reasonableness. The overall remuneration and reward strategy emphasizes responsibility, performance, and ability as the core, while taking into account the market conditions, fairness and differentiation. We are committed to providing target salaries that meet market standards. The salary of new employees is set according to their positions and responsibilities, taking into account their experience and education, regardless of age, gender, race, religion, marriage, or physical or mental disabilities. Employee benefits The Company has established an Employee Welfare Committee, which allocates 0.135% of the total monthly operating revenue and 40% of the scrap sales amount as employee welfare funds. The Committee plans and provides high-quality benefits for employees, such as congratulations on marriage and childbirth, condolences for funerals, emergency loans for employees, medical condolences for employees or their spouses, education scholarships for employees or their children, grouptravels, |
49
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| subsidies for important festival activities, birthday celebrations, club activities, and work-related injury, etc. The expenditure on various activities employee welfare committee was NTD 3.05 million in 2024. In terms of vacation system, on the basis of a fixed two-day weekend, colleagues who have been employed for one year are given ten days of special leave per year (those who have not been employed for one year are given leave proportionally). For colleagues who need a longer period of vacation due to childcare, major injuries, or major changes, they can also apply for leave without pay to balance their personal and family care needs. In addition, we attach great importance to the physical and mental health of our employees. Since 2025, we have provided special birthday leave to encourage colleagues to fully rest, relax and regain the energy on special days, and to meet work and life challenges in the best state possible. In order to take care of the retirement life of employees, the “Employee Stock Ownership Trust Committee of AWEA Mechantronic Co., Ltd.” was established in 2022. The applicable targets are employees who meet the relevant regulations of the Company’s Method for Management of Employee Stock Ownership Trust and can freely participate. Employees will allocate a fixed amount from their monthly salary, and the Company provides a public fund at a ratio of 1:1, which will be jointly deposited into a dedicated trust account. This not only achieves the purpose of retaining talents, but also encourages employees and enhances their cohesion, shares the Company’s operating results, and assists employees in accumulating wealth and planning for future retirement life. In addition, the Company has established the “Project Management and Assessment Method” that encourages employees to unleash their creativity and enhance their competitiveness through a reward mechanism. The “Retention Bonus Management Measures” encourage colleagues who have made long-term contributions to the Company to perform well and increase their sense of belonging, and to share various allowances such as the Company’s long-term business performance results. |
50
| Promotion items | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| Diversity and equality in the workplace Ensure equal admission opportunities for female and male job seekers, and increase the proportion of women in technical and managerial positions. In 2024, women accounted for 44.4% of the newly hired employees in the Company, continuously increasing their participation in the machine tool industry. Actively employ indigenous people, new immigrants, and people with physical and mental disabilities. The Company hired 9 new immigrants and 6 employees with physical and mental disabilities in 2024 to ensure that the internal talent composition of the Company meets the needs of social diversity. In 2024, the proportion of female employees was 23.86%, and the proportion of female management was 4.8%. We will continue to improve the representation of women in corporate governance and decision-making, and achieve equal pay for equal work and equal promotion opportunities for both men and women. Business performance is reflected in employee remuneration As stipulated in Article 27 of the Articles of Incorporation of the Company, “If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ remuneration and directors’ remuneration), it shall set aside 3%-8% of the profit as employees’ remuneration. Starting from 2025, the proportion of employee remuneration allocated to grassroots employees shall not be less than 50% of the total amount, in order to ensure that employees’ efforts receive due feedback and take care of grassroots employees simultaneously”. In accordance with the “Performance Evaluation Management Measures”, we conduct employee performance evaluations twice a year based on employee performance and the Company’s business results, and distribute annual salary and bonuses. In 2024, 6% of employees were promoted internally (including job grade promotions), and 15.29% of employees had their remuneration adjusted, ensuring that employee salaries remain competitive in the market. In the future, we will continue to review our remuneration structure to ensure it meets market standards and is continuouslyoptimized. We willprovide attractive |
51
| Promotion items | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|||
|---|---|---|---|---|---|
| Yes | No | Summary description | |||
| (3) Does the Company provide employees with a safe and healthy work environment, and provide safety and health education to employees regularly? |
� | (3) | remuneration and benefits, create a positive corporate culture, and provide physical rewards to employees for their contributions to the Company. Occupational Safety and Health Policies AWEA’s safety policies and action measures are committed to complying with relevant domestic and international regulations and standards, and making continuous improvement on this basis. A. Occupational Safety and Health Management: ‧ Establish a sound occupational safety and health management system, operate in accordance with the ISO 45001 occupational health and safety management system standard, and plan to introduce ISO 45001 in 2025. ‧ Conduct safety risk evaluation annually to analyze and mitigate potential hazards in the workplace. ‧ Provide suitable safety equipment and protective gear according to the characteristics of different departments, such as safety helmets, goggles, N95 masks, protective clothing, and safety shoes, to ensure the safety of employees during work. B. Safety training and education: ‧ Provide safety operation and first aid training for all employees annually, including induction safety education for new employees. ‧ Conduct safety drills annually to enhance employees’ emergency response ability. ‧ Provide easy to understand safety manuals and operation guidance to enhance employees’ safety awareness. C. Health examination and care ‧ Provide free health examination for all employees once a year, covering occupational disease related items and special health examinations for high-risk groups. ‧ Set up a health consultation window within the plant, schedule a fixed time every week, and provide professional health management suggestions and psychological support. D. Optimization of workingenvironment |
52
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| ‧ Continuously improve ventilation, lighting, and noise control facilities in the plant to provide a comfortable working environment for employees. ‧ Introduce monitoring equipment in the workplace to monitor air quality and environmental temperature and humidity in real time. E. Employee participation and suggestion mechanism ‧ Hold quarterly occupational safety meetings to encourage employees to provide suggestions for improving the working environment. ‧ Plan and establish the Occupational Safety and Health Committee, which will hold quarterly meetings to discuss and address safety issues of concern to employees. Implementation effectiveness: 1. Promote the zero-disaster campaign (excluding traffic accidents) and provide bonuses for encouragement. In 2024, a total of 28 departments implemented the campaign, with 0 workplace occupational accidents and 3 traffic accidents (accounting for 0.9% of the total number of employees at the end of 2024). 2. For the occupational safety related external trainings in 2024, 63 employees received on-the-job education and training for fixed cranes, 33 employees received initial and on-the-job education and training for forklifts, and 1 employee received initial training for Class-1 manager of occupational safety and health affairs. 3. According to regulations, the working environment is monitored twice a year, and the test data meets the requirements of the regulations. 4. Special health examinations are conducted annually for employees engaged in special operations, and an employee health promotion plan is implemented. 5. Each plant provides medical kits and AED devices at designated locations, and conducts regular inspections, supplements, and maintenance; hires occupational doctors and occupational caregivers to provide health related consulting services to employees on a regular basis. The Company had no fire incidents in 2024. AWEA will continue to invest more resources, continuously improve its safety and health management system, adopt advanced technologyto optimize the workingenvironment,and |
53
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| (4) Does the Company establish an effective career development training program for employees? (5) Does the Company comply with the related laws and regulations and international standards regarding the customer health and safety, customer privacy, marking communication, and labelingof its |
� � |
strengthen employees’ safety and health awareness, striving to become the safest workplace in the industry. (4) To ensure that employees have professional abilities that match intelligent manufacturing, digital transformation, and sustainable development, AWEA plans comprehensive functional training for supervisors and colleagues at all levels based on job levels, functions, and development needs, including technical and professional training, new employee training, professional training, management training, and statutory training, to assist in continuously strengthening employees’ digital literacy and professional skills, and actively explores digital learning mechanisms, gradually introduce flexible training methods to improve learning efficiency and ensure that employees can adapt to future industrial changes. In 2024, the Company’s accumulated duration of technical trainings reached 781 hours, with 123 participants. Through internal knowledge sharing, industry trend lectures, professional skills courses, and other means, we promote continuous learning and functional development of employees. The courses cover project management, intelligent manufacturing and automation applications, ESG and sustainable development, as well as industry trends and market analysis. In the future, we will further evaluate the feasibility of introducing a digital learning platform (Learning Management System, LMS), and refer to successful industry cases to expand digital learning resources and construct a more complete digital learning ecosystem. (5) AWEA adheres to the spirit of “Precision Manufacturing, Quality First”, and through the introduction of ISO 9001:2015 quality management system and continuous improvement mechanism, ensures the reliability and consistency of products, and reduces product defect rates. Conduct internal audits and management reviews annually to ensure that the quality management mechanism complies with the latest standards. The product complies with standards such as CE (European Conformity), TS (Type Verification of Machinery, Equipment and Tools),RoHS(Restriction of Hazardous |
54
| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| products and services and establish policies to protect the rights and interests of customers and procedures for grievances? (6) Has the Company established policies for management to request suppliers to comply with the relevant laws and regulations of environmental protection, occupational safety and health, and labor human rights? Does the Company keep track on the implementation of such policies? |
� | Substances), REACH (Registration, Evaluation, Authorization and Restriction of Chemicals), etc. In addition, specific testing standards are developed for different markets to ensure product safety and market compliance. According to the ISO 9001 quality management system, the “Customer Service Management Procedure”, “Customer Satisfaction Survey Procedure”, and “Customer Complaint Handling Procedure” are formulated as the main satisfaction basis for improving customer service quality and maintaining customer relations, safeguarding the customer’s rights and interests. Customer complaint and communication channels: [email protected] In 2024, the customer satisfaction survey reached 96.04%, and two audits were conducted, with a pass rate of 100% for the business service procedures. (6) The procurement management procedure, supplier management procedure, and incoming inspection procedure established by the Company according to the ISO9001 standard are used as the implementation standards for sustainable supply chain. We are currently evaluating the establishment of a supplier sustainability evaluation mechanism, which will gradually incorporate environmental management, social responsibility, supply chain governance, and other aspects to ensure the sustainable development of the supply chain. The supply chain management strategy mainly covers the followingthree core areas: Core area Content Local supply chain development Enhance regional economic and supply chain resilience, and reduce carbon emissions from transportation. Supply chain risk management Ensure stable operation of the supply chain and reduce the impact of international supplychain changes. Supplier sustainability evaluation and green procurement Gradually incorporate sustainability principles and enhance environmental protection and social responsibilitystandards. |
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| Promotion items | Implementation status | Implementation status | Implementation status | Deviation and causes of deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| Prioritize purchasing raw materials and parts from local suppliers to ensure timely delivery of key components (such as control systems and precision bearings) and reduce the risk of supply chain disruptions. Introduce a diversified procurement strategy to ensure the decentralization of supplier sources, reduce dependence on a single region or supplier, and enhance supply chain flexibility. Collaborate with local suppliers to develop key technologies and processes, provide technical support and industry- university cooperation, and strengthen the competitiveness of local supply chain. In 2024, local procurement accounted for 98%, dual supplier procurement accounted for 93%, and diversified procurement accounted for 90%. |
||||
| 5. Has the Company referred to the internationally accepted reporting preparation rules or guidelines to prepare reports, such as ESG reports that disclose the Company’s non-financial information? Has the previous disclosure report received confirmation or assurance from a third-party certification unit? |
� | The Company has prepared the sustainability report in accordance with the Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Sustainability Reports by TWSE Listed Companies. The report is structured based on the GRI Standards 2021 published by the Global Reporting Initiative (GRI), and fully discloses the issues of concern to stakeholders in the economic, environmental, and social fields through an internationally recognized reporting framework. With reference to the industry disclosure standards of Sustainability Accounting Standards Board (SASB) for SASB’s resource conversion of industrial machinery and goods, the Task Force on Climate-related Financial Disclosures (TCFD) framework published by Financial Stability Board (FSB), as well as multiple international sustainability indicators and initiatives such as the United Nations Sustainable Development Goals (SDGs), the Company will ensure the completeness and consistency of the content of this report. This report will be announced on the Company’s official website in August 2025. |
No major discrepancy. |
|
| 6. If the Company has established the sustainable development principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the principles and their implementation: up to the publication date of this annual report, the Company has completed the planning of the Sustainable Development Best Practice Principles, which will be issued after being approved by the Board of Directors. |
||||
| 7. Other important information for the implementation of sustainable development: None. |
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(VI) Climate-related information of TWSE/TPEx listed companies
- Implementation status of climate related information
| Items | Implementation status |
|---|---|
| 1. Describe the supervision and governance of Board of Directors and management on climate-related risks and opportunities. |
The Board of Directors of the Company is the highest decision-making unit for risk management, responsible for supervising and approving risk management policies, and ensuring that the Company can make wise decisions when addressing climate change risks. According to resolution of the Board of Directors, the Company has established the Sustainable Development Committee under the Board of Directors, consisting of three directors with professional knowledge and competence in corporate sustainability authorized by the Board of Directors, with the President as the convener. The Company has also established a Sustainable Development Promotion Group (involving multiple departments) responsible for planning and monitoring climate change management strategies, with the participation of the Sustainable Report Task Force and department heads, to ensure that the analysis of climate related risks and opportunities can take into account the operational and practical needs of the Company. Board of Directors: The highest decision-making level responsible for reviewing and approving risk management policies, supervising annual risk management operations, and ensuring that strategies are aligned with long-term goals. Sustainable Development Committee: Composed of three board members, responsible for developing and promoting the Company’s ESG strategy, reviewing climate risk management policies and action plans, and reporting progress to the Board of Directors. Sustainable Development Promotion Group: Composed of department heads, responsible for identifying and evaluating risks, developing response measures, and reporting major risks to the Board of Directors. Auditing Department: Regularly review the implementation of internal control and risk management measures to ensure their effective operation andprevent systemic risks. |
| 2. Describe how identified climate risks and opportunities affect the business, strategy and finance of the Company (short-, medium- and long- term). |
The Company is actively developing solutions to reduce the operational and financial impacts caused by climate changes and enhance organizational resilience to climate. According to the evaluation of climate change risks and opportunities, the short-term is defined as within 1-3 years, the medium-term as within 3-5 years, and the long-term as more than 5 years; the impact and contribution of climate change risks and opportunities on operations are analyzed based on the TCFD framework. Identify potential changes in policy, regulations, market and technology, goodwill, and physical risks that may arise under climate risks, and conduct risk and opportunity analysis separately. The evaluation scope includes the Company’s own operations and the upstream and downstream of value chain (such as key suppliers and customers). Through the participation of relevant departments in the evaluation of climate change risks and opportunities, we will develop countermeasures for adjusting and mitigating the top three risks. The overall evaluation results and related countermeasures will be submitted to the SustainabilityReport Task Force for approval. The climate related risks and |
57
| Items | Implementation status | Implementation status | ||||
|---|---|---|---|---|---|---|
| opportunities identified by the Company that can be reasonably expected to affect i intervals that maybe affected are shown in the table below: |
ndividual prospects, as well as the time | |||||
| Type of | Time intervals that maybe affected | |||||
| risk/ | Description of risk/ opportunity | Short-term | Medium-term | Long-term | ||
| opportunity | 1 - 3years | 3 - 5years | Over 5years | |||
| Physical | The severity of extreme weather events: The severity of extreme | |||||
| ◎ | ◎ | ◎ | ||||
| risk | weather events such as typhoons and floods increases. | |||||
| Countries are gradually strengthening their carbon emission | ||||||
| regulations, for example, Taiwan’s “Climate Change Response | ||||||
| Act” will introduce stricter carbon fee mechanisms, which may | ||||||
| increase compliance costs for businesses. As the environmental | ||||||
| ◎ | ◎ | |||||
| regulations and emission standards become stricter, the government | ||||||
| may require companies to improve energy efficiency and reduce | ||||||
| pollution emissions, otherwise they will face fines or operational | ||||||
| restrictions. | ||||||
| Customers are changing their product selection criteria, and the | ||||||
| global machinery manufacturing industry is accelerating its | ||||||
| transformation. If low-carbon technologies are not introduced in a | ||||||
| timely manner, we may lose the market competitiveness. | ◎ | ◎ | ◎ | |||
| Transition | ||||||
| Traditional fuel or high energy-consuming machinery is gradually | ||||||
| risk | ||||||
| being replaced by electric and energy-saving equipment. If we | ||||||
| cannotquicklyadapt to this trend,our market share will decline. | ||||||
| Banks and investment institutions are gradually incorporating ESG | ||||||
| (Environmental, Social, Governance) ratings into loan and | ||||||
| investment evaluations. If AWEA Mechantronic fails to meet | ◎ | ◎ | ||||
| carbon emissions and environmental management standards, it may | ||||||
| affect financingcosts or investment attractiveness. | ||||||
| Intelligent and low-carbon machinery has become the mainstream | ||||||
| in the market, and Industry 4.0 promotes intelligent manufacturing. | ||||||
| If AI monitoring and energy-saving machinery and equipment are | ◎ | ◎ | ◎ | |||
| not developed, our existing products may be eliminated by the | ||||||
| market. |
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| Items | Implementation status | |||||
|---|---|---|---|---|---|---|
| Promote low-carbon and green production: In the face of the | ||||||
| international trend of net zero carbon emissions, the industry needs | ||||||
| to transform towards low-carbon and intelligent directions. | ||||||
| Through transformation subsidies provided by the government, the | ||||||
| ◎ | ◎ | |||||
| Group collaborates with suppliers to promote low-carbon and green | ||||||
| production, strengthen energy-saving and carbon reduction | ||||||
| technologies in the Company and supply chain, which is expected | ||||||
| to reduce long-term operatingcosts. | ||||||
| Use of renewable energy: In Taiwan’s energy transformation path, | ||||||
| it is expected that the energy sector will gradually reduce its | ||||||
| dependence on fossil fuels (coal and natural gas) and increase the | ||||||
| supply of renewable energy to promote a low-carbon and carbon- | ||||||
| ◎ | ◎ | ◎ | ||||
| free energy and power supply structure. The Group has formulated | ||||||
| the “2050 Net Zero Emission Pathway”, which aims to reduce | ||||||
| long-term energy costs by seizing opportunities for the use of | ||||||
| Opportunity | renewable energy. |
|||||
| Develop low-carbon products or services: Global giants are setting | ||||||
| increasingly strict environmental standards and regulations for their | ||||||
| supply chains, hoping to develop green and low-carbon products or | ||||||
| services in the most environmentally friendly way possible, and | ||||||
| requiring relevant certification data. The Group expects to | ◎ | ◎ | ||||
| continuously improve the R&D and design of low-carbon products | ||||||
| or services by analyzing the carbon footprint of its products, and to | ||||||
| seize product sales opportunities by applying for third-party | ||||||
| certifications related to environmental declarations. | ||||||
| Enhance corporate reputation and brand awareness: The issue of | ||||||
| climate change has received high global attention, relevant | ||||||
| regulatory measures are becoming gradually stricter, and the | ||||||
| ◎ | ◎ | |||||
| stakeholders’ expectations for the company will also increase. The | ||||||
| Group has participated in Global Sustainability Initiative, including | ||||||
| the Carbon Disclosure Project(CDP),and has laid a solid |
59
| Items | Implementation status | Implementation status | Implementation status | |||||
|---|---|---|---|---|---|---|---|---|
| foundation. In the future, we will make continuous improvement | ||||||||
| and strive to win domestic and international sustainability awards, | ||||||||
| such as the National Sustainable Citizen Award and the Taiwan | ||||||||
| Corporate Sustainability Awards. The Group’s efforts to meet these | ||||||||
| expectations will have a positive impact on its reputation and brand | ||||||||
| value. | ||||||||
| The expected time interval for climate related risks and opportunities affectingthe | Company’s outlook: | |||||||
| Schedule | Period | Strategy | ||||||
| Short-term | 1 - 3 years | In its first year of TCFD disclosure, AWEA Mechantronic prioritized building foundational climate risk management capabilities. Through data collection, internal capacity building, and operational optimization, the Company established fundamental competencies to address climate change impacts. |
||||||
| Medium-term | 3 - 5 years |
After short-term infrastructure construction, the Company will further deepen climate risk management and strengthen supply chain and energy management to address the market challenges and opportunities brought by low-carbon transformation. |
||||||
| Long-term | Over 5 years | The long-term strategy focuses on enhancing corporate climate resilience, developing low- carbon transformation technologies, investing in climate resilient infrastructure, strengthening disaster resilience, reducing the potential impact of extreme weather on operations, and ensuring that the company maintains competitiveness in the future global net zero trend. |
||||||
| 3. Describe the financial impacts of extreme climate events and transformational actions. |
In the increasingly complex environment of global economy and climate change, sound risk management is the key to maintaining stable operations and long-term sustainable development for enterprises. We ensure that our business can maintain competitiveness and resilience in the face of uncertainty through preliminary risk identification, evaluation, and response strategies for the first time. We combine internal professional teams and external resources, conduct dynamic discussions, analysis, and emergency response, and adopt proactive management and adjustment strategies to mitigate risks that may have a significant impact on operations, finance, and supply chains, in order to reduce impacts and seize potential opportunities. Financial impacts of extreme climate events: This year, the Company paid special attention to the key issues with high risk and high probability of occurrence, including extreme climate impacts(such as typhoon,rainstorm and high temperature),international trade restrictions(such as carbon |
60
| Items | Implementation status | |
|---|---|---|
| taxes, import tariffs and supply chain challenges caused by war), and global epidemics, etc. Through corresponding management measures and resource allocation, the Company ensured that it could respond quickly and reduce risk impact. Financial impacts of transformational actions: In the constantly changing market environment, we not only focus on climate related risk management, but also actively seek and seize various potential market and technological opportunities. By analyzing, identifying, and utilizing these opportunities, the Company can strengthen its competitive advantage while promoting sustainable development and ensuring its leading position in the transition to a low-carbon economy and intelligent manufacturing. These opportunities may come from technological innovation, changes in market demand, policy support, and supply chain optimization, bringing business growth potential and financial benefits to the Company. Specifically, by promoting low-carbon technology research and development, expanding green product lines, and introducing intelligent manufacturing systems, the Company can not only meet the growing demand for sustainable development in the market, but also enhance brand value and attract international markets and ESG investment capital. In addition, as global regulations on environmental protection of renewable energy applications and products become stricter, the Company is actively adjusting its supply chain strategy to ensure rapid adaptation to the changes in policies and market. By improving energy efficiency and carbon management capabilities, the Company can reduce long-term operatingcosts and enhance financial stability. |
||
| 4. Describe how climate risk identification, assessment and management processes are integrated into the overall risk management system. |
Faced with market changes and environmental challenges, AWEA Mechantronic has established a risk and opportunity identification process based on the TCFD framework to evaluate the impact of climate change on business and adjust response strategies in a timely manner, so as to ensure stable operation of the enterprise. Through the management mechanism implemented for the first time this year, the Company is able to preliminarily identify climate risks and market opportunities that may affect its operation, and develop response plans accordingly to reduce potential impact and enhance competitiveness. This process covers the following five steps to ensure that risk management and opportunity development can proceed in an orderly manner and play a substantive role in strategic decision-making of the enterprise. 1. Theme identification: The Sustainable Development Committee members will identify climate related risks and opportunities that may affect our business. 2. Interview/Workshop: Collect opinions and suggestions from the Sustainable Development members on the identified risks and opportunities. 3. Analysis and prioritization: Further analyze risks and opportunities and prioritize them. 4. Incorporate into decision-making and action: Incorporate the identification results of risks and opportunities into the Company’s sustainabilityreport,and continuouslytrack and update them. |
61
| Items | Implementation status |
|---|---|
| 5. Continuous monitoring and dynamic adjustment: Regularly review changes in risks and opportunities, and regularly reportprogress on risk management to the Board of Directors and other stakeholders. |
|
| 5. Where scenario analysis is used to assess resilience to climate change risks, please describe the scenarios, parameters, assumptions, analysis factors and key financial impacts. |
The Company does not use scenario analysis to evaluate climate change risks and their major financial impacts. |
| 6. If there is a transition plan to manage climate-related risks, please describe the content of such plan and the indicators and targets used to identify and manage the physical and transition risks. |
The Company does not have a transition plan for managing climate related risks, but will continue to pay attention to climate related risks and develop a transition plan in a timely manner. |
| 7. If internal carbon pricing is used as a planning tool, please describe the basis for setting theprice. |
The Company does not implement internal carbon pricing, but will continue to evaluate the rules and mechanisms of carbon pricing both domestically and internationally. |
| 8. If climate-related targets are set, please describe the activities covered, the scope of greenhouse gas emissions, the planning schedule, and the annual progress of achievement; if carbon offsets or renewable energy certificates (RECs) are used to achieve the relevant targets, please describe the source and quantityof carbon allowance |
The Company has planned and set five management objectives based on the risks and opportunities related to climate change, covering carbon emission management, renewable energy use, supply chain stability, increasing the market share of low-carbon products, and extreme weather response capabilities. Each objective is set with a specific schedule and corresponding indicators, and is included in the annual management mechanism for tracking and improvement. The scope of activities, emission categories, schedule, and current progress covered by the objectives are as follows: 1. Carbon emissions management: covering direct emissions during the Company’s operations (Scope 1) and indirect emissions generated by electricity consumption (Scope 2), with phased targets set for reducing carbon emissions by 5% by 2025 and 20% by 2030. At present, we will continue to promote emission intensity reduction through energy-saving projects (such as LED lighting replacement and air compression system optimization), and strengthen data inspection and management capabilities. The Company has not yet used carbon credits or renewable energy certificates (RECs) as tools to achieve our targets. In the future,we will further evaluate the feasibilityof introducingrelevant mechanisms based on the domestic carbon fee |
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| Items | Implementation status | |
|---|---|---|
| used for offsets or the quantity of renewable energy certificates (RECs). |
system and SBT requirements. 2. Renewable energy use: Covering the improvement of power consumption structure in the plant, focusing on Scope 2 emission sources. The Company aims to increase the proportion of renewable energy usage to 50% by 2028. The feasibility evaluation of the solar power purchase agreement (PPA) has been completed, and it is expected to launch trial procurement in 2026. 3. Supply chain stability: In the face of the potential supply chain interruption risk caused by climate change, the Company has set the goal of controlling the annual interruption frequency within 2 times, and continues to promote climate risk identification and questionnaire surveys for key suppliers. The first batch of supplier questionnaires have been sent and collected in 2024, which will be used as a basis for subsequent management. 4. Increase in market share of low-carbon products: In response to the trend of green transformation and changes in market demand, the Company actively promotes the design and development of low-carbon products, aiming to achieve a market share growth of 15% by 2025 and 30% by 2030. As of now, a low-carbon processing equipment design patent has been registered, and research and development resources have been continuously invested. 5. Extreme weather response capability: In response to the potential risk of operational interruption caused by extreme weather events, the Company has set the production recovery time limit of 48 hours by 2025 and 24 hours by 2030. Two simulated power outage scenario response drills were completed in 2024 to test the effectiveness of system backup and emergencyresponseprocesses. |
|
| 9. | Greenhouse gas inventory and assurance status, reduction targets, strategies, and specific action plans (fill in 1-1 and1-2 separately). |
Please refer to the following instructions. |
in 1-1 and |
63
1-1 The Company’s greenhouse gas inventory and assurance status for the last two years 1-1-1 Greenhouse Gas Inventory Information Please describe the greenhouse gas emissions (metric tons of CO2e), intensity (metric tons of CO2e/NTD million), and the scope of the data for the most recent two years.
According to the sustainable development roadmap of TWSE/TPEx listed companies, the scope of data that shall be disclosed at least includes:
-
Entities under the parent company shall start the inventory since 2025.
-
The subsidiaries in the consolidated financial statements shall start the inventory since 2026.
The Company has established a greenhouse gas inventory mechanism in accordance with the ISO 14064-1 greenhouse gas inventory standard published by the International Organization for Standardization (ISO). Since 2022, the Company has conducted regular audits of greenhouse gas emissions of entities every year to fully understand the usage and emission status of greenhouse gases, and verify the effectiveness of reduction actions. The greenhouse gas inventory and disclosure of subsidiaries in the consolidated financial statements will be conducted in accordance with the provisions of the sustainable development roadmap of TWSE/TPEx listed companies. The greenhouse gas emissions of the Company, covering all plants of the parent company, is summarized as follows:
| Year | 2023 | 2023 | 2024 | 2024 | |
|---|---|---|---|---|---|
| Item (Unit) | Emissions (tons of CO2e) | Density (tons of CO2e/NTD million of revenue) |
Emissions (tons of CO2e) | Density (tons of CO2e/NTD million of revenue) |
|
| The Company |
Scope 1 | 375.5539 | 374.3657 | ||
| Scope 2 | 1,762.7995 | 1,641.8433 | |||
| Total | 2,138.3534 | 1.3600 | 2,016.2090 | 1.5593 |
The Company’s total greenhouse gas emissions of Scopes 1&2 in 2024 were 2,016.2090 tons of CO2e, mainly from electricity emissions in Scope 2, accounting for 81.43% of the previous emissions.
Note 1: Direct emissions (Scope 1, i.e. emissions directly from sources owned or controlled by the Company), indirect energy emissions (Scope 2, i.e. indirect greenhouse gas emissions from imported electricity, heat, or steam), and other indirect emissions (Scope 3, i.e. emissions generated by company activities, not from indirect energy emissions, but from sources owned or controlled by other companies). Note 2: The scope of coverage for direct emissions and indirect energy emissions data shall be handled in accordance with the schedule specified in Article 10, Paragraph 2 of these Regulations, and other indirect emissions information may be voluntarily disclosed. Note 3: Greenhouse gas inventory standards: the Greenhouse Gas Protocol (GHG Protocol) or ISO 14064-1 published by the International Organization for Standardization (ISO). Note 4: The intensity of greenhouse gas emissions can be calculated per unit of product/service or revenue, but at least the data calculated based on revenue (NTD millions) shall be stated.
64
1-1-2 Greenhouse Gas Assurance Information Please describe the assurance status for the most recent two years as of the publication date of the annual report, including the assurance scope, the assurance organization, the assurance criteria and the assurance opinion.
According to the sustainable development roadmap of TWSE/TPEx listed companies, at least the following scope of assurance shall be implemented:
-
Entities under the parent company shall start the assurance since 2028.
-
The subsidiaries in the consolidated financial statements shall start the assurance since 2029.
The Company has not conducted greenhouse gas assurance in the last two years, and will conduct assurance in accordance with the schedule specified in the sustainable development roadmap of TWSE/TPEx listed companies.
Note 1: It shall be handled in accordance with the schedule specified in Article 10, Paragraph 2 of these Regulations. If the Company has not obtained the complete greenhouse gas assurance opinion up to the publication date of the annual report, it shall indicate that “The complete assurance information will be disclosed in the sustainability report”. If the Company has not prepared a sustainability report, it shall indicate that “The complete assurance information will be disclosed on the MOPS” and disclose complete assurance information in the annual report of the following year. Note 2: The assurance institution shall comply with the relevant regulations on sustainability report assurance institutions established by the Taiwan Stock Exchange Corporation and the Taipei Exchange. Note 3: For the disclosure content, please refer to the Best Practices Reference Example on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
1-2 Greenhouse Gas Emission Reduction Targets, Strategies and Specific Action Plans Please describe the greenhouse gas emission reduction base year and its data, reduction targets, strategies and specific action plans, and the achievement of reduction targets.
In response to global sustainability trends, the Company plans to integrate carbon reduction plans into our operational strategy, including:
-
Greenhouse gas inventory: Regularly conduct greenhouse gas emission inventory and grasp emission trends.
-
Energy saving equipment update: Continuously replace high energy consuming equipment, adopt energy-saving design, and plan solar energy installation projects.
-
Resource management: Strengthen environmental management measures such as energy conservation, water conservation, and resource recycling.
-
Establish an energy monitoring system: Digitize electricity usage data, continuously collect information, and develop plans to improve electricity usage.
-
Greenhouse gas reduction target: The Company has not yet completed the greenhouse gas inventory of its subsidiaries in the consolidated financial statements. The parent company has temporarily set a carbon emission reduction target of 5% based on the carbon emissions of the previous year. After the completion of the greenhouse gas inventory of the subsidiaries in the consolidated financial statements, a reduction target for the consolidated company will be formulated based on the sustainable development roadmap of TWSE/TPEx listed companies, with a base year of no later than 2026.
Implementation status: The greenhouse gas emissions in 2024 were 2,016.2090 tons of CO2e, a decrease of 5.71% compared to the greenhouse gas emissions of 2,138.3534 tons of CO2e in 2023. Due to the decline in revenue in 2024 compared to that in 2023, the overall activity data decreased due to economic conditions, resulting in a higher reduction in emissions. Note 1: It shall be handled in accordance with the schedule specified in Article 10, Paragraph 2 of these Regulations. Note 2: The base year shall be the year in which the inventory is completed based on the boundary of the consolidated financial statements. For example, according to the provisions of Article 10, Paragraph 2 of these Regulations, companies with a capital of more than NTD 10 billion shall complete the inventory of the consolidated financial statements for 2024 in 2025. Therefore, the base year is 2024. If the company has completed the inventory of the consolidated financial statements ahead of schedule, such earlier year shall be used as the base year, and the data of the base year can be calculated based on the data of a single year or the average of several years. Note 3: For the disclosure content, please refer to the Best Practices Reference Example on the website of the Corporate Governance Center of the Taiwan Stock Exchange.
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(VII) The Company’s performance of ethical corporate management and measures taken:
| Assessment items | Implementation status | Implementation status | Implementation status | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 1. Establishment of policies for ethical corporate management and plans (1) Has the Company established policies for ethical corporate management approved by the board of directors and stated such policies and practices in its regulations and external documents and in the commitment made by the board of directors and senior management to actively implement such policies? (2) Has the Company established an assessment mechanism of risk from unethical behavior to regularly analyze and assess business activities with higher risk of involvement in unethical behavior and preventive programs for unethical behaviors containing at least the preventive measures stated in Article 7, Paragraph 2 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx- Listed Companies”? (3) Has the Company established in the preventive programs the operating procedures for unethical behavior prevention, penalties and grievance systems of breaching the guidelines for conduct, and implemented and periodically review them? |
� � � |
The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Ethical Management and Guidelines for Conduct” approved by the Board of Directors, which stipulate that all employees must be honest, fair, and comply with government orders and regulations when performing business of the Company. The Board Members and the Management also uphold the principle of ethical corporate management as the Company’s business philosophy for entrepreneurship. The Company has established the “Ethical Management and Guidelines for Conduct”, clearly defining the Company’s policies for ethical corporate management, and made announcement to all employees. Its content covers the measures for preventing behaviors in Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. The Company has established the “Ethical Management and Guidelines for Conduct”, which stipulate the guidelines, punishment, and appeal system for preventing unethical behaviors. The “Work Rules” of the Company also stipulate that employees shall abide by the code of professional ethics and establish relevant reward and punishment systems. The internal audit unit will conduct irregular audits. No violation is found in employees,trade customers or suppliers. |
No major discrepancy. |
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| Assessment items | Implementation status | Implementation status | Implementation status | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| 2. Proper enforcement of business integrity (1) Does the Company have the integrity of the trade counterparty assessed and with the code of integrity expressed in the contract signed? (2) Has the Company established a dedicated unit under the Board of Directors to promote ethical corporate management and regularly report (at least once a year) to the Board of Directors its ethical management policies and unethical behavior preventive programs and supervise their implementation status? (3) Does the Company establish policies to prevent conflicts of interest, provide appropriate channels of representation, and implement them? (4) Has the Company established an effective accounting system and an internal control system |
� � � � |
In accordance with the Company’s relevant management procedures, employees must perform the Company’s business impartially and in accordance with relevant laws and regulations. If any dishonest behavior is found in the business dealings or cooperation partners, the Company shall immediately cease its business dealings with them and list them as objects of refusal to deal with, so as to implement the Company’s policy for ethical corporate management. Board members and the management shall also adhere to integrity as the Company’s operating principle. The Company has not yet established a dedicated unit under the Board of Directors to ethical corporate management. However, the Company’s General Administration Office serves as a part-time unit to promote ethical corporate management. The “Ethical Management and Guidelines for Conduct” of the Company serves as a policy for all enterprises and organizations in the Group to follow in promoting ethical management. It clearly stipulates the prohibition and prevention measures for unethical behaviors such as anti-corruption and anti-bribery, confidentiality mechanisms, anti-monopoly and unfair competition, insider trading prohibition, and supervision and reporting. The formulation, amendment or abolition of these measures and guidelines shall be approved by the Board of Directors, and the implementation status shall be reported to the Board of Directors at least once a year. If there is a possibility that any decision or transaction may have conflict of interest with the directors and managerial officers, such personnel shall not participate in the decision-making or voting. The regulations and system for implementing ethical corporate management are formulated in the Ethical Corporate Management Best Practice Principles and |
No major discrepancy. |
67
| Assessment items | Implementation status | Implementation status | Implementation status | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| for the internal audit unit to establish related audit programs based on the results of risk assessment of involvement in unethical behavior to audit and prevent the compliance with the preventive programs of unethical behavior or hire a CPA to perform the audit? (5) Has the Company organized corporate management internal and external education and training programs on a regular basis? |
� | effective accounting system and internal control system are established. In addition, the internal audit unit reviews irregularly. The Company advocates and makes employees clearly understand the ideas and regulations of ethical corporate management through orientation training and employee training. The employees shall sign the letter of undertaking for integrity, and the directors and senior managers shall sign the ethical management declaration. |
||
| 3. The operations of the Company’s Whistle-blowing System (1) Does the Company have a specific report and reward system stipulated, a convenient report channel established and a responsible staff designated to handle the individual being reported? (2) Has the Company established standard operating procedures for investigating reported events, follow-up measures to be taken after the investigation was completed, and related confidentiality mechanisms? (3) Has the Company taken proper measures to protect the whistle- blowers from suffering any consequence of reporting an incident? |
� � � |
The Company has established the “Regulations Governing Whistle-blowing System” and has a dedicated email to provide a convenient channel for directly reporting to the management. It is stipulated that the project leader or ethical management team designated by the President shall be the investigating unit, and those who have conflicts of interest in the acceptance and investigation process of cases shall be avoided. Elaborate on the information that whistleblowers shall provide and the complete handling process of the whistleblowing system on the official website, as well as the handling methods and follow-up review and improvement measures, and report to the Board of Directors from time to time. The “Regulations Governing Whistle-blowing System” of the Company stipulate the whistleblower protection policy, which requires keeping the whistleblower’s identity data confidential, and prohibits the disclosure of information that is sufficient to identify their identity. Whistleblowers shall not be subjected to removal, |
No major discrepancy. |
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| Assessment items | Implementation status | Implementation status | Implementation status | Variation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons |
|---|---|---|---|---|
| Yes | No | Summary description | ||
| dismissal, demotion, reduction in salary, harm in their legal, contractual, or customary rights, or other unfavorable punishments due to whistleblowing cases. |
||||
| 4. Enhanced information disclosure Does the Company disclose its Ethical Corporate Management Best Practice Principles and the results of its implementation on the Company’s website and MOPS? |
� | The Company has disclosed the “Ethical Corporate Management Best Practice Principles” on our website and MOPS, and has also disclosed the implementation report on our website. |
No major discrepancy. |
|
| 5. If the Company has established its own Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/ TPEx Listed Companies”, please specify any deviation of their implementation from the corporate social responsibility best-practice principles: None. |
||||
| 6. Other important information that helps to understand the practice of business integrity of the Company (e.g., the Company’s review and revision of the Ethical Corporate Management Best Practice Principles): None. |
-
If the Company has established its own Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/ TPEx Listed Companies”, please specify any deviation of their implementation from the corporate social responsibility best-practice principles: None. 6. Other important information that helps to understand the practice of business integrity of the Company (e.g., the Company’s review and revision of the Ethical Corporate Management Best Practice Principles): None.
-
(VIII) If the Company has formulated the Corporate Governance Best Practice Principles and related rules, it shall disclose the method for checking them: if the Company has the Corporate Governance Principles, please check it on the Company’s website http://www.awea.com.
-
(IX) For the inquiry method of other important information that can promote the understanding of corporate governance operation, the Company reports it on the MOPS for investors to understand the Company’s latest status.
69
-
(X) For the hands-on performance in the Internal Control System, the following matters shall be disclosed:
-
Internal Control System Statement
AWEA Mechantronic Co., Ltd.
Internal Control System Statement
Date: February 26, 2025
-
The following declaration is based on the 2024 self-audit over the Company’s internal control system:
-
The Company is aware that the establishment, execution, and maintenance of its internal control policies are the responsibilities the Company’s board of directors and managerial officers. These policies were implemented throughout the Company. The purpose is to provide reasonable guarantee for the effectiveness and efficiency of operating (including profit, performance, and asset security protection, etc.), the reliability, timeliness, transparency and compliance of report with relevant norms, laws and regulations, and achievement of other goals.
-
There are inherent limitations on internal control system, and an effective internal control system may only provide reasonable guarantee for the achievement of the said three goals, no matter how perfect its design is; Furthermore, the effectiveness of an internal control system may change due to changes in the environment and circumstances. However, the Company’s internal control system has a self-monitoring mechanism, and once the deficiencies are identified, the Company will take corrective actions.
-
The Company has judged the effectiveness of the design and implementation of the internal control system based on the items for judging the effectiveness of an internal control system specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The items for judgment on an internal control system specified in these Regulations are composed of five factors depending on management control process: 1. control environment, 2. risk evaluation, 3. control, 4. information and communication, and 5. monitoring. And each factor includes several items. Please refer to these Regulations for the said items.
-
The Company has adopted the above-mentioned judgment items for internal control system to evaluate the effectiveness of the design and implementation of the internal control system.
-
On the grounds of the outcome of evaluation mentioned in the preceding Paragraph, the Company firmly holds that the Company’s internal control system as of December 31, 2024 (including supervisory control and management over subsidiaries), notably the effect of the business operation, extent of accomplishment of the target where the report proves trustworthy, transparent in real time, the design and implementation of the Company’s internal control system proves effective, capable of assuring accomplishment of the aforementioned targets.
70
-
This statement forms part of the main contents of the Company’s annual report and prospectus, and shall be disclosed to the public. In case of any false, concealed or other illegal said contents to be disclosed, legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act shall be assumed.
-
This statement was approved by the Board of Directors of the Company on February 26, 2025. Among the nine directors present, none of them held any objections, and the rest agreed to the content of this statement.
AWEA Mechantronic Co., Ltd.
Chairman: De-Hua Yang Signature President: Shang-Ru Yang Signature
71
-
Audit of the internal control system by CPA shall disclose the accountant’s review report: None.
-
(XI) Any legal penalty suffered by the Company and its internal persons, or any disciplinary penalty by the Company against its internal persons for violation of the internal control system, in the latest year and up to the publication date of the Annual Report, the main deficiencies, and improvement made: None.
-
(XII) Major resolution of the Shareholders’ Meeting and Board Meetings in the latest year and up to the publication date of the Annual Report:
| Shareholders’ Meeting/ Board of Directors |
Date |
Significant decisions resolved |
|---|---|---|
| Shareholders’ Meetings |
June 18, 2024 |
1. 2023 Business Report and Financial Statements. 2. Proposal for the 2023 earnings distribution 3. Proposal for election of additional directors 4. Proposal for cancellation of the non-competition restriction on new directors. |
| Board of Directors | August 5, 2024 |
1. Proposal for appointment of the spokesperson, accounting supervisor and financial supervisor of the Company. 2. Proposal for the approval on the consolidated financial statement for the second quarter of 2024. 3. Proposal for the transaction limit of YAMA SEIKI USA,INC. 4. Proposal for formulation of the “Personal Data Protection Management Measures” of the Company. 5. Proposal for making amendment to the Internal Control System. 6. Proposal for the credit line from bank. |
| Board of Directors | November 6, 2024 |
1. Proposal for approval on the consolidated statement for the third quarter of 2024. 2. Proposal for changes in CPAs. 3. Proposal for establish the “Organizational Regulations of the Sustainable Development Committee” of the Company 4. Proposal for establishment of the Sustainable Development Committee and Appointment of Committee Members. 5. Proposal for formulation of the Company’s “Ethical Management and Guidelines for Conduct”. 6. Proposal for formulation of the Company’s “Operating Procedures for the Preparation and Assurance of SustainabilityReport”. |
72
| Shareholders’ Meeting/ Board of Directors |
Date |
Significant decisions resolved |
|---|---|---|
| 7. Proposal for loan of Shanghai Zhuwei Mechantronic to AWEA (Suzhou). 8. Proposal for the credit line from bank. |
||
| Board of Directors | December 25, 2024 |
1. Discussion of matters resolved by the Remuneration Committee. 2. Discussion of matters resolved by the Sustainable Development Committee. 3. Proposal for 2025 internal audit plan. 4. Proposal for the 2025 budget. 5. Proposal for evaluation of the independence and competence of CPAs for 2025. 6. Proposal for the credit line from bank. |
| Board of Directors | February 26, 2025 |
1. Proposal for the distribution of the 2024 employees’ remuneration and directors’ remuneration. 2. 2024 Business Report and Financial Statements. 3. Discussion of matters resolved by the Remuneration Committee. 4. Proposal for the 2024 earnings distribution. 5. Proposal for amendment to the Company’s “Articles of Incorporation”. 6. Proposal for time, place and reason for convening the 2025 annual shareholders’ meeting. 7. Matters related to the acceptance of the shareholders’ written proposal at the Company’s 2025 annual shareholders’ meeting. 8. Proposal for the 2024 Internal Control System Statement. 9. Proposal for adding the definition of the scope of grassroots employees. 10. Proposal for loan to Yih Chuan Machinery. 11. Proposal for the credit line from bank. |
(XIII) In the latest year and up to the publication date of the Annual Report, where the directors or supervisor passed significant decisions with different opinions as backed with records or declarations, the major contents: None.
73
III. Information in public fees of the Certified Public Accountant Association
Amount unit: NTD thousand
| 0B0BName of CPA firm |
1B1BName of CPA | 2B2BCPA auditing period | 3B3BAudit remuneration |
4B4BNon-audit remuneration |
5B5BTotal | 6B6BRemark |
|---|---|---|---|---|---|---|
| 7B7BEnWise CPAs & Co. |
8B8BGuei-Duan Chen |
9B9BJanuary 1, 2024 - December 31,2024 |
10B10B1,750 | 11B11B5 | 12B12B1,755 | 13B13BNon-audit remuneration service content: change registration service fee |
| 14B14BChang-Yun Yi | 15B15BJanuary 1, 2024 - December 31,2024 |
- IV. Changes in CPA
None.
- V. Where the company’s chairman, president, or any managerial officer in charge of finance or accounting matters has in the latest 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
None.
-
VI. In the latest year and up to the publication date of the Annual Report, the fact regarding transfer or pledge stock equity by the Company’s directors, supervisors and managerial officers and major shareholders holding over 10% in shareholding
-
(I) The fact regarding change or pledge of stock equity by the Company’s directors, supervisors and managerial officers and major shareholders holding over 10% in shareholding:
Unit: shares
| Unit: shares | Unit: shares | ||||||
|---|---|---|---|---|---|---|---|
| Title | Name | 2023 | 2024 | From January 1, 2025 to March 29,2025 |
|||
| Increase (decrease) in shares held |
Increase (decrease) in shares collateralized |
Increase (decrease) in shares held |
Increase (decrease) in shares collateralized |
Increase (decrease) in shares held |
Increase (decrease) in shares collateralized |
||
| Chairman | De-Hua Yang (Note 1) | - | - | - | - | - | - |
| Director | Goodway Machine Corp. Representative: Cheng- Xuan Wang (Note 1) |
50,000 | - | - | - | - | - |
| Director | Goodway Machine Corp. Representative: Kun-Nan Zhuang (Note2) |
50,000 | - | - | - | - | - |
| Independent Director |
Zheng-Yong Huang (Note 2) |
- | - | - | - | - | - |
74
| Title | Name | 2023 | 2023 | 2024 | 2024 | From January 1, 2025 to March 29,2025 |
From January 1, 2025 to March 29,2025 |
|---|---|---|---|---|---|---|---|
| Increase (decrease) in shares held |
Increase (decrease) in shares collateralized |
Increase (decrease) in shares held |
Increase (decrease) in shares collateralized |
Increase (decrease) in shares held |
Increase (decrease) in shares collateralized |
||
| Independent Director |
Li-Ying Luo (Note 2) | - | - | - | - | - | - |
| Independent Director |
Yu-Ren Su (Note 2) | - | - | - | - | - | - |
| Independent Director |
Xi-Peng Hong (Note 1) | - | - | - | - | - | - |
| Director | Cheng-Jun Yang (Note 1) | - | - | - | - | - | - |
| Director | Qing-Feng Yang (Note 1) | - | - | - | - | - | - |
| Director | Shang-Ru Yang (Note 5) | - | - | - | - | - | - |
| Major shareholders |
Goodway Machine Corp. | 50,000 | - | - | - | - | - |
| President | Shang-Ru Yang (Note 3) | - | - | - | - | - | - |
| Vice Presidents |
Chang-Chi Yang | - | - | - | - | - | - |
| Vice Presidents |
Rui-Ming Ye | - | - | - | - | - | - |
| Supervisor of Financial Department |
Hong-Bin Xu (Note 4) | - | - | - | - | Not applicable |
Not applicable |
| Accounting Supervisor |
Hong-Bin Xu (Note 4) | - | - | - | - | Not applicable |
Not applicable |
Note 1: Re-elected on June 7, 2023.
Note 2: Took office on June 7, 2023. Note 3: Took office on October 1, 2023. Note 4: Discharged on March 6, 2024.
Note 5: Took office on June 18, 2024.
-
(II) Information of directors, supervisors and managerial officers and major shareholders with the counterpart of stock equity transfer as the related party: None.
-
(III) Information of directors, supervisors and managerial officers and major shareholders with the counterpart of stock equity pledge as the related party: None.
75
VII. Data of relationship among the company’s top ten shareholders
March 29, 2025
| Name | Shares held in own name |
Shares held in own name |
Shareholdings of spouse and minor children |
Shareholdings of spouse and minor children |
Shares held in the names of others |
Shares held in the names of others |
Name and relationship between the Company’s top ten shareholders, or spouses or relatives within the second degree of kinship |
Name and relationship between the Company’s top ten shareholders, or spouses or relatives within the second degree of kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Number of shares |
Ratio of Shareholding |
Name | Relationship | ||
| Goodway Machine Corp. |
47,962,311 | 49.65% | - | - | - | - | De-Hua Yang | Chairman of the Company |
|
| De-Hua Yang | 9,031,403 | 9.35% | - | - | - | - | Goodway Machine Corp. Hong Hua Investment Co., Ltd. JiaJin Investment Co., Ltd. Hung Jiu Machine Co., Ltd. |
Chairman of the Company |
|
| JiaJin Investment Co., Ltd. |
6,256,388 | 6.48% | - | - | - | - | De-Hua Yang | Chairman of the Company |
|
| Hung Jiu Investment Co., Ltd. |
1,486,818 | 1.54% | - | - | - | - | None | None | |
| Zhi Yuan Investment Co., Ltd. |
1,481,316 | 1.53% | - | - | - | - | None | None | |
| Jin Cheng Investment Ltd. |
1,039,000 | 1.08% | - | - | - | - | De-Hua Yang | The person in charge is the relative within the second degree of kinship |
|
| Hong Hua Investment Co., Ltd. |
828,250 | 0.86% | - | - | - | - | De-Hua Yang | Chairman of the Company |
|
| Yu En Investment Co., Ltd. |
786,728 | 0.81% | - | - | - | - | De-Hua Yang | The person in charge is the relative within the second degree of kinship |
|
| Hung Jiu Machine Co., Ltd. |
751,312 |
0.78% | - | - | - | - | De-Hua Yang | Chairman of the Company |
|
| Zong Han Investment Ltd. |
552,000 | 0.57% | - | - | - | - | De-Hua Yang | The person in charge is the relative within the second degree of kinship |
76
VIII. Investments jointly held by the Company, the Company’s directors, supervisors, managerial officers, and enterprises directly or indirectly controlled by the Company. Calculate shareholding in aggregate of the above parties
| in aggregate of the above | parties | parties | parties | parties | parties | parties |
|---|---|---|---|---|---|---|
| March 31,2025;Unit: shares;% | ||||||
| Investees | Invested by the Company | Investment held by directors, supervisors, managerial officers, and directly or indirectly controlled enterprises |
Aggregate investment | |||
| Number of shares |
Ownership (%) |
Number of shares |
Ownership (%) |
Number of shares |
Ownership (%) |
|
| B-WAY (CAYMAN) CO,LTD (Note 1) |
10,665,029 | 100% | - | - | 10,665,029 | 100% |
| BILLION-WAY (CAYMAN) CO,LTD(Note 1) |
- | - | 12,829,840 | 100% | 12,829,840 | 100% |
| Shanghai Zhuwai Mechanical and Electrical Co.,Ltd.(Note 3) |
- | - | - | 100% | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd.(Note 3) |
- | - | - | 100% | - | 100% |
| AUTECH EUROPE | 50 | 5% | - | - | 50 | 5% |
| Yih Chuan Machinery Industry Co.,Ltd. |
5,914,800 | 60% | 3,943,200 | 40% | 9,858,000 | 100% |
| YAMA SEIKI,USA,INC. | 584,192 | 28.58% | 1,460,000 | 71.42% | 2,044,192 | 100% |
| AXTRON INT'L INVESTMENT CO.,LTD.(Note 1) |
- | - | 50,000 | 100% | 50,000 | 100% |
| AXTRON INT'L INVESTMENT LIMITED(Note 2) |
- | - | 10,000 | 100% | 10,000 | 100% |
| Yih Chuan Machinery (Jiaxing) IndustryCo.,Ltd.(Note 3) |
- | - | - | 100% | - | 100% |
| Huahan Leasing Co., Ltd. | 1,500,000 | 30% | 3,500,000 | 70% | 5,000,000 | 100% |
Note 1: Overseas company, with the price per share of USD 1.
Note 2: Overseas company, with the price per share of HKD 1. Note 3: The number of shares is not counted for Mainland China companies.
77
Chapter III. Funding Status
I. Share capital and shares
(I) Sources of share capital
Unit: shares/ NTD
| Unit: shares/ NTD | Unit: shares/ NTD | Unit: shares/ NTD | ||||||
|---|---|---|---|---|---|---|---|---|
| Month/ Year |
Price of issue |
Authorized capital | Paid-upcapital | Remark | ||||
| Number of shares |
Amount | Number of shares |
Amount | Sources of share capital | Paid in properties other than cash |
Others | ||
| July 2008 |
10 | 100,000,000 | 1,000,000,000 | 82,901,175 | 829,011,750 | NTD 39,178,250 of capital increase transferred from surplus reserve NTD 6,268,500 of capital increase transferred from employees bonus |
None | Note 1 |
| December 2008 |
10 | 100,000,000 | 1,000,000,000 | 82,370,866 | 823,708,660 | Consolidate Baiwei shares, and reduce a capital of NTD 5,303,090 for treasuryshares |
None | Note 2 |
| July 2009 |
10 | 100,000,000 | 1,000,000,000 | 90,607,952 | 906,079,520 | NTD 82,370,860 of capital increase transferred from surplus reserve |
None | Note 3 |
| August 2011 |
10 | 100,000,000 | 1,000,000,000 | 94,952,449 | 949,524,490 | NTD 43,444,970 of capital increase transferred from surplus reserve |
None | Note 4 |
| November 2012 |
10 | 100,000,000 | 1,000,000,000 | 94,952,449 | 949,524,490 | Consolidate Jinwei shares | None | Note 5 |
| November 2013 |
10 | 100,000,000 | 1,000,000,000 | 91,994,449 | 919,944,490 | Cancel a capital of NTD 29,580,000 for treasury shares |
None | Note 6 |
| September 2016 |
10 | 100,000,000 | 1,000,000,000 | 96,594,171 | 965,941,710 | NTD 45,997,220 of capital increase transferred from surplus reserve |
None | Note 7 |
Note 1: The Financial Supervisory Commission, Executive Yuan approved a capital increase through Jin-Guan-Zheng-Yi-Zi Letter No. 0970033790 on July 7, 2008.
Note 2: The Ministry of Economic Affairs approved a capital decrease through Jing-Shou-Shang-Zi Letter No. 09701323420 on December 23, 2008.
Note 3: The Financial Supervisory Commission, Executive Yuan approved a capital increase through Jin-Guan-Zheng-Fa-Zi Letter No. 0980033595 on July 7, 2009.
Note 4: The Financial Supervisory Commission, Executive Yuan approved a capital increase through Jin-Guan-Zheng-Fa-Zi Letter No. 1000030026 on June 29, 2011.
Note 5: Registration was changed through Jing-Shou-Shang-Zi No. 10101223870.
Note 6: Registration was changed through Jing-Shou-Shang-Zi No. 10201241980.
Note 7: Registration was changed through Jing-Shou-Shang-Zi No. 10501224890.
| Authorized capital | Authorized capital | Authorized capital | Authorized capital | Authorized capital | Remark |
|---|---|---|---|---|---|
| Outstandingshares | Unissued shares |
Total | |||
| Listed | Unlisted | Total | |||
| 96,594,171 | - | 96,594,171 | 3,405,829 | 100,000,000 | Belong to listed stocks |
78
- (II) List of major shareholders: Names of shareholders holding over 5% in shareholding or top ten shareholders in shareholding, number of shares and proportion.
| Shares Name of major shareholders |
Number of shares held | Ownership (%) |
|---|---|---|
| 1. GoodwayMachine Corp. | 47,962,311 | 49.65% |
| 2. De-Hua Yang | 9,031,403 | 9.35% |
| 3. JiaJin Investment Co.,Ltd. | 6,256,388 | 6.48% |
| 4. HungJiu Investment Co.,Ltd. | 1,486,818 | 1.54% |
| 5. Zhi Yuan Investment Co.,Ltd. | 1,481,316 | 1.53% |
| 6. Jin ChengInvestment Ltd. | 1,039,000 | 1.08% |
| 7. HongHua Investment Co.,Ltd. | 828,250 | 0.86% |
| 8. Yu En Investment Co.,Ltd. | 786,728 | 0.81% |
| 9. HungJiu Machine Co.,Ltd. | 751,312 | 0.78% |
| 10. ZongHan Investment Ltd. | 552,000 | 0.57% |
-
(III) The Company’s dividend policy and fact of implementation thereof (to be approved by the 2025 shareholders’ meeting)
-
Dividend policy:
- The Company’s annual net income after final settlement shall be used to pay taxes and cover the deficits of prior years according to law, 10% of the remaining income shall be set aside as legal reserve and special reserve in accordance with the law, and the remaining balance shall be added to the undistributed earnings of prior years and a part of which retained as the capital required for the business growth, and then the Board of Directors shall prepare the earnings distribution proposal and submit it to the Shareholders’ Meeting for resolution.
The Company is in an industry with changing environment, and in the growth stage of life cycle, and in order to consider long-term financial planning and meet the cash inflow needs of shareholders, the annual cash dividend shall not be less than 10% of the total cash and stock dividends.
- Fact of implementation:
Status of dividend distribution proposed at the shareholders’ meeting
-
(1) The distribution of earnings in 2024 resolved by the Company’s Board of Directors is as follows:
-
A. Set aside a legal reserve of NTD 45,372,185.
-
B. Distribute a stockholder dividend of NTD 144,891,257, with the cash allotment of NTD 1.5 per share.
-
C. Reserve the unappropriated earnings of NTD 1,705,165,038.
-
D. Thereafter, if the distribution rate per share of outstanding shares changes due to conversion of convertible corporate bonds, repurchase of the Company’s shares, or conversion, transfer and cancellation of treasury shares, the chairman is authorized to make adjustments.
The above distribution proposal complies with the dividend policy in the Articles of Incorporation specifying that the annual cash dividend shall not be less than 10% of the total cash and stock dividends.
79
AWEA Mechantronic Co., Ltd.
Statement of Earnings Distribution 2024
Unit: NTD
| Items | Amount | Amount | Remark |
|---|---|---|---|
| Subtotal | Total | ||
| Opening balance Adjustments: Add: Net profit tax for 2024 Add: Other comprehensive income after tax for 2024 - gains/losses from actuary of defined benefit Less: Unrealised gains (losses) on valuation of financial assets measured through other comprehensive income Less: Legal reserve Earnings allocable Items of distribution: Shareholders’ dividend - Cash (NTD 1.5/share) Unappropriated retained earnings at the end of the term |
452,500,720 1,324,528 (103,394) (45,372,185) (144,891,257) |
$1,441,706,626 1,850,056,295 $1,705,165,038 |
Note 1 |
| Chairman: Managerial officer: |
Accounting Supervisor: |
- Note 1: As stipulated by the Articles of Incorporation, 10% of the net profit after tax shall be set aside as legal reserve.
$ 453,721,854 * 10% = $ 45,372,185
Note 2:
-
(1) Dividends of shareholders: cash dividend per share was NTD 1.5; After being approved at the annual shareholders’ meeting, the Chairman is authorized to set another base date of ex-dividend payment for distribution.
-
(2) The cash dividend shall be calculated according to the distribution ratio until the total amount of the cash dividend is integral NTD, the decimals shall be omitted, and the total amount of odd dividends less than NTD 1 shall be adjusted from the decimal point from big to small and the account number from front to back, until meeting the total distribution amount of cash dividend.
-
(3) In the event of a subsequent change in the share capital of the Company, affecting the number of outstanding shares and resulting in a change in the dividend rate to shareholders, it is proposed that the annual shareholders’ meeting should authorize the Chairman to deal with the matter at his sole discretion.
80
(IV) The impact of issuance of bonus shares proposed in the present shareholders’ meeting upon the Company’s business performance and earning per share:
| Company’s business performance and earning per share: | Company’s business performance and earning per share: | Company’s business performance and earning per share: | Company’s business performance and earning per share: |
|---|---|---|---|
| Unit: NTD thousand | |||
| Year Items |
2025 (estimated) |
||
| Paid-in capital at the beginning of the period | 965,942 | ||
| Allotment of shares and interests of the currentyear |
Cash dividend per share (NTD) - Note 1 | 1.5 | |
| Number of allotment per share in the capital increase transferred from capital reserve |
- | ||
| Change in operating performance |
Operating profit | Not applicable (Note 2) |
|
| Ratio of increase (decrease) in operating profit over the sameperiod lastyear |
|||
| After-tax net profit | |||
| Ratio of increase (decrease) in after-tax net profit over the sameperiod lastyear |
|||
| Earnings per share (NTD) | |||
| Ratio of increase (decrease) in earnings per share over the sameperiod lastyear |
|||
| Annual average rate of return on investment (reciprocal of annual averageprice to earnings ratio) |
|||
| Proposed earnings per share and price to earnings ratio |
If the capital increase transferred from surplus reserve is changed to the distribution of cash dividends |
Proposed earnings per share | Not applicable (Note 2) |
| Proposed annual average rate of return on investment |
|||
If the capital increase transferred from capital reserve is not handled |
Proposed earnings per share | ||
| Proposed annual average rate of return on investment |
|||
| If the capital reserve is not handled, and the capital increase transferred from surplus reserve is hanged to be distributed in cash dividends. |
Proposed earnings per share | ||
| Proposed annual average rate of return on investment |
Note 1: Subject to the resolution by the annual shareholders’ meeting in 2025.
Note 2: In accordance with stipulations in Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company did not need to disclose its financial forecast information for 2025.
81
-
(V) Remuneration to the employees, directors and supervisors
-
If the Company has profit in the year (the so-called profit refers to the profit before tax, and before deduction of employees’ remuneration and directors’ and supervisors’ remuneration), it shall set aside 3%-8% of the profit as employees’ remuneration, and set aside no more than 2% as directors’ and supervisors’ remuneration. The Company may distribute the above stock bonus to employees of its subsidiaries who meet certain criteria, and the terms and methods of distribution shall be determined by the Board of Directors. However, if the Company has accumulated deficit, an amount to cover such deficit shall be reserved in advance. The employees’ remuneration and the remuneration to directors and supervisors that the Company is required to distribute in accordance with the Company Act and the Articles of Incorporation, shall be estimated in advance during the preparation of interim and annual financial statements in accordance with the Accounting Research and Development Foundation’s (2007) Ji-Mi-Zi No. 052 Interpretation Letter, and shall be classified as appropriate accounting subjects under operating costs or operating expenses based on the nature of employee dividends and the remuneration to directors and supervisors. If there is a discrepancy between the distribution amount resolved by the Shareholders’ Meeting and the estimated amount in the financial statements, it shall be considered as a change in estimate, and shall be included in the profit and loss of the current distribution period.
-
The situation where the Board of Directors approves the distribution of remuneration:
-
(1) Employees’ remuneration to be distributed in 2024 is NTD 16,000 thousand, and directors’ remuneration is NTD 2,750 thousand, which will be paid in cash.
-
(2) The number of shares to be distributed as employees’ compensation and its proportion in the capital increase transferred from earnings: employees’ compensation will be paid in cash in 2024.
-
(3) Calculation of earnings per share after the proposed distribution of employees’ compensation and directors’ remuneration: Not applicable.
-
-
Distribution of earnings of the previous year as employees’ compensation and directors’ and supervisors’ remuneration: in 2023, the earnings were distributed according to the resolution approved by the Board of Directors, of which the employees’ cash compensation was NTD 16,000 thousand, and the directors’ and supervisors’ remuneration was NTD 2,750 thousand, which were paid in cash and showed no difference in distribution.
-
(VI) Repurchase of the Company’s stock: None.
82
- II. Insurance of corporate bonds (including overseas corporate bonds)
None.
- III. Status of preferred shares
None.
- IV. Issuance of global depository receipts
None.
- V. Employee stock options
None.
- VI. Status of new shares issuance in connection with mergers and acquisitions
None.
-
VII. Progress on the use of funds
-
(I) Planned content: None.
-
(II) Implementation status: None.
-
(III) Use of unexpended capital: None.
83
Chapter IV. Business Performance
I. Content of business
-
(I) Scope of business operation
-
Major contents of businesses
The Company’s main business activities include the development and design, production, manufacturing and sales of Computer Numerical Control (CNC) machine tools, and the business activities listed in the Company’s change registration form are as follows:
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‧ CB01010 Mechanical Equipment Manufacturing.
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‧ CC01110 Computer and Peripheral Equipment Manufacturing.
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‧ I501010 Product Designing.
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‧ F113010 Wholesale of Machinery.
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‧ F213080 Retail Sale of Other Machinery and Equipment.
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‧ ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
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Ratio of operating revenue in the major contents of businesses
The ratio of the Company’s operating revenue from its major products is as follows:
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | |||
|---|---|---|---|---|
| Major products | 2024 | 2023 | ||
| Amount | % | Amount | % | |
| Gantry vertical integrated machining center | 926,085 | 48.29 | 1,152,294 | 48.79 |
| C-type vertical integrated machining center | 877,829 | 45.77 | 1,088,905 | 46.10 |
| Other (Note) | 113,848 | 5.94 | 120,718 | 5.11 |
| Total | 1,917,762 | 100.00 | 2,361,917 | 100.00 |
Note: Others include machine maintenance, and purchase and sales of components and purchased products.
Focusing on the development and design, production, manufacturing and sales of Computer Numerical Control (CNC) machine tools, the ratio of operating revenue is above 95%.
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- The current products of the Company
The Company’s main product is Computer Numerical Control (CNC) machine tools, which belong to the metal cutting machine building industry in the industrial machinery and are indispensable mechanical equipment for basic machining and precision machining. The products are applied in the aerospace industry, national defense industry, automobile industry, general machinery, metal processing industry, electronic industry and other industries. The Company’s machine tools can be divided into the gantry vertical integrated machining centers and the C-type vertical integrated machining centers, or, by machines, into:
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‧ Vertical Machining Center
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‧ Gantry Vertical Machining Centers.
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‧ Bridge Type 5-Face Machining Center
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‧ High Speed Machining Center
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‧ Horizontal Machining Centers
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‧ Horizontal High-speed Machining Centers.
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‧ Horizontal Boring Mills
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‧ Five-Axis Machining Center
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‧ Automation
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New products under development
Computer Numerical Control (CNC) machine tools are one of the new industries actively promoted by the government in recent years, of which precision CNC lathes and machining centers with higher added value are key development projects; in the early days of the Company, medium and large precision machining centers were developed as the core to meet the needs of large machine part and mold processors. In recent years, small and medium CNC vertical machining center series products have also been developed to meet the market needs of small and medium object machining and molds. In the future, the Company not only continues to improve the competitiveness of the original medium and large gantry machining center series products and small and medium CNC vertical machining center series products, but also strives to develop different models of CNC horizontal boring mills and CNC five-axis machining centers, and plans to develop the following new products:
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‧ Gantry type high speed five-axis machining center.
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‧ Horizontal full moving column high-speed five-axis machining center.
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‧ Milling machine five-axis machining center machine.
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‧ Development of horizontal and diagonal full-automatic universal joint.
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‧ VP6 high-speed gantry machining center for aerospace structures.
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‧ Development of EH5 high-speed horizontal five-axis machining center.
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‧ A+/AF series modular design and development.
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‧ Design and development of AE new integrated machining center series.
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‧ Development of AHM800 horizontal machining center.
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- ‧ Development of Z800 gear spindle head.
- ‧ Development of AC full-automatic universal joint.
- ‧ Development of SP4 high-speed gantry aluminium machining center.
- ‧ Development of BS-Φ130 boring axis.
- ‧ Development of 16K internal spindle.
- ‧ Development of the moving column moving beam machining center.
- ‧ Design and development of AU-680 high-rigidity moving column five-axis machine.
- ‧ Development of VP-xx16 gantry integrated machine (lockable).
- ‧ Design and development of X-A2 biaxial head.
- ‧ Development of machine tool intelligent energy-saving chip removal system.
- ‧ Development of intelligent information APP extranet function.
- ‧ Development of intelligent information diagnosis function.
- ‧ Development of AF-1600Ⅱ vertical integrated machine.
- ‧ Development of AF-1000Ⅱ vertical integrated machine.
- ‧ Design and development of FCV-620Ⅱ economic moving column five-axis machine.
- ‧ Design and development of five-axis standard table and miller table.
- ‧ Design and development of C-type #40 and small #50 gear spindle speed improvement.
- ‧ Development of the tray storage system of the five-axis machine.
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(II) Industrial profiles:
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The status quo and development of the machine tool industry:
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(1) Industry status
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According to customs export statistics, the total export value of Taiwan’s machine tools from January to December 2024 reached USD 2.21789 billion, with a decrease of 14.8% compared to the same period last year, including USD 1.83449 billion for cutting machine tools, with a decrease of 16.8% compared to the same period last year. However, the export value of forming machine tools was USD 383,390 thousand, a decrease of 3.7% over the same period last year.
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Ranked by export countries, Mainland China ranked first from January to December 2024, with an export value of USD 622,040 thousand, accounting for 28.0% of the total export value, a decrease of 12.2% over the same period last year. The USA ranked second, with an export value of USD 341,300 thousand, accounting for 15.4% of the total export value, a decrease of 9.7% over the same period last year. Turkey ranked third, with an export value of USD 192,280 thousand, accounting for 8.7%, a decrease of 33.6% over the same period last year. India ranked fourth, with an export value of USD 145,860 thousand, accounting for 6.6%, an increase of 20.8% over the same period last year. Vietnam ranked fifth, with an export value of USD 89,560 thousand, accounting for 4.0%, an increase of 25.5% over the same period last year.
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Other countries are as follows: Thailand accounted for 3.6%, an increase of 17.9%. Netherlands, accounting for 2.6%, with a decrease of 31.1%. Germany accounted for 2.6%, a decrease of 26.9%. Japan, accounting for 2.4%, with a decrease of 21.5%. South Korea accounted for 2.2%, an increase of 21.4%. The ranking of export countries from January to December 2024 is as follows:
Statistical analysis table of main export countries of Taiwan machine tools in 2024
Unit: USD thousand; %
| Rank | Export country | 2023 | 2023 | 2024 | 2024 | Rate of change % |
|---|---|---|---|---|---|---|
| Export value | % | Export value | % | |||
| 1 | Mainland China | 708,658 | 27.2 | 622,045 | 28.0 | -12.2 |
| 2 | USA | 377,815 | 14.5 | 341,308 | 15.4 | -9.7 |
| 3 | Turkey | 289,783 | 11.1 | 192,286 | 8.7 | -33.6 |
| 4 | India | 120,703 | 4.6 | 145,864 | 6.6 | 20.8 |
| 5 | Vietnam | 71,363 | 2.8 | 89,568 | 4.0 | 25.5 |
| 6 | Thailand | 67,473 | 2.6 | 79,517 | 3.6 | 17.9 |
| 7 | Netherlands | 84,342 | 3.3 | 58,135 | 2.6 | -31.1 |
| 8 | Germany | 78,256 | 3.0 | 57,243 | 2.6 | -26.9 |
| 9 | Japan | 66,553 | 2.6 | 52,267 | 2.4 | -21.5 |
| 10 | South Korea | 40,100 | 1.5 | 48,665 | 2.2 | 21.4 |
| Others | 696,797 | 26.8 | 530,993 | 23.9 | -23.8 | |
| Total | 2,601,843 | 100.0 | 2,217,891 | 100.0 | -14.8 |
Data sources: Monthly customs import and export statistics report, Taiwan Machine Tool Foundation
Analyzed by the type of cutting machine tools, electric discharge machining, laser beam machining and other non-traditional machine tools decreased by 5.4%, integrated machines decreased by 24.5%, lathes decreased by 18.1%, drilling and boring machines, milling machines, and tapping machines decreased by 2.1%, and grinding machines decreased by 1.1%. Planning, sawing, drawing and gear machines decreased by 17.0%. In forming machine tools, forging and stamping machines decreased by 2.3% and other forming machine tools decreased by 9.0% compared to the last year. The statistical analysis of export from January to December 2024 is shown as follows:
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Statistical analysis table of export of Taiwan machine tools in 2024
| Unit: USD thousand; % 2023 2024 Rate of change % Export value % Export value % 167,102 6.4 158,086 7.1 -5.4 871,738 33.5 658,208 29.7 -24.5 651,548 25.1 533,627 24.0 -18.1 160,414 6.2 157,078 7.1 -2.1 217,046 8.3 214,630 9.7 -1.1 135,993 5.2 112,865 5.1 -17.0 2,203,841 84.7 1,834,494 82.7 -16.8 317,022 12.2 309,699 14.0 -2.3 80,980 3.1 73,698 3.3 -9.0 398,002 15.3 383,397 17.3 -3.7 2,601,843 100.0 2,217,891 100.0 -14.8 |
Unit: USD thousand; % 2023 2024 Rate of change % Export value % Export value % 167,102 6.4 158,086 7.1 -5.4 871,738 33.5 658,208 29.7 -24.5 651,548 25.1 533,627 24.0 -18.1 160,414 6.2 157,078 7.1 -2.1 217,046 8.3 214,630 9.7 -1.1 135,993 5.2 112,865 5.1 -17.0 2,203,841 84.7 1,834,494 82.7 -16.8 317,022 12.2 309,699 14.0 -2.3 80,980 3.1 73,698 3.3 -9.0 398,002 15.3 383,397 17.3 -3.7 2,601,843 100.0 2,217,891 100.0 -14.8 |
Unit: USD thousand; % 2023 2024 Rate of change % Export value % Export value % 167,102 6.4 158,086 7.1 -5.4 871,738 33.5 658,208 29.7 -24.5 651,548 25.1 533,627 24.0 -18.1 160,414 6.2 157,078 7.1 -2.1 217,046 8.3 214,630 9.7 -1.1 135,993 5.2 112,865 5.1 -17.0 2,203,841 84.7 1,834,494 82.7 -16.8 317,022 12.2 309,699 14.0 -2.3 80,980 3.1 73,698 3.3 -9.0 398,002 15.3 383,397 17.3 -3.7 2,601,843 100.0 2,217,891 100.0 -14.8 |
Unit: USD thousand; % 2023 2024 Rate of change % Export value % Export value % 167,102 6.4 158,086 7.1 -5.4 871,738 33.5 658,208 29.7 -24.5 651,548 25.1 533,627 24.0 -18.1 160,414 6.2 157,078 7.1 -2.1 217,046 8.3 214,630 9.7 -1.1 135,993 5.2 112,865 5.1 -17.0 2,203,841 84.7 1,834,494 82.7 -16.8 317,022 12.2 309,699 14.0 -2.3 80,980 3.1 73,698 3.3 -9.0 398,002 15.3 383,397 17.3 -3.7 2,601,843 100.0 2,217,891 100.0 -14.8 |
Unit: USD thousand; % 2023 2024 Rate of change % Export value % Export value % 167,102 6.4 158,086 7.1 -5.4 871,738 33.5 658,208 29.7 -24.5 651,548 25.1 533,627 24.0 -18.1 160,414 6.2 157,078 7.1 -2.1 217,046 8.3 214,630 9.7 -1.1 135,993 5.2 112,865 5.1 -17.0 2,203,841 84.7 1,834,494 82.7 -16.8 317,022 12.2 309,699 14.0 -2.3 80,980 3.1 73,698 3.3 -9.0 398,002 15.3 383,397 17.3 -3.7 2,601,843 100.0 2,217,891 100.0 -14.8 |
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|---|---|---|---|---|---|
| Product | 2023 | 2024 | Rate of change % |
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| Export value | % | Export value | % | ||
| Electric discharge machining, laser beam machining and other non- traditional machine tools |
167,102 | 6.4 | 158,086 | 7.1 | -5.4 |
| Integrated machines | 871,738 | 33.5 | 658,208 | 29.7 | -24.5 |
| Lathes | 651,548 | 25.1 | 533,627 | 24.0 | -18.1 |
| Drilling, boring, milling, and tappingmachines |
160,414 | 6.2 | 157,078 | 7.1 | -2.1 |
| Grindingmachines | 217,046 | 8.3 | 214,630 | 9.7 | -1.1 |
| Planning, sawing, drawing and gear machines |
135,993 | 5.2 | 112,865 | 5.1 | -17.0 |
| Subtotal of cutting machine tools |
2,203,841 | 84.7 | 1,834,494 | 82.7 | -16.8 |
| Forging and stamping machines |
317,022 | 12.2 | 309,699 | 14.0 | -2.3 |
| Other forming machine tools |
80,980 | 3.1 | 73,698 | 3.3 | -9.0 |
| Subtotal of forming machine tools |
398,002 | 15.3 | 383,397 | 17.3 | -3.7 |
| Subtotal of machine tools | 2,601,843 | 100.0 | 2,217,891 | 100.0 | -14.8 |
Data sources: Monthly customs import and export statistics report, Taiwan Machine Tool Foundation
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Correlation between the midstream and downstream industries:
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The relationship between the upstream, midstream and downstream machine tool industries is extremely close. Raw materials required for production include numerical controllers, ball screws, casts, hardware parts and other components, which are generally manufactured by the subcontractor and part processer. Then these components are integrated by specialized division of labor and assembled into the machine tool. The machine tool is a machine for making machinery, and also an indispensable machine and equipment for basic machining and precision machining. The machine tool industry, which plays a key role in industrial development, has a close relationship with the national defense industry, automobile industry, and aerospace industry.
Since the machining process is complex, and a large number of components are required in the machine tool industry, there are several developments (for example, key components are purchased from foreign countries, general parts are processed by the subcontractor, the
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central plant is responsible for assembly, testing and other work) in Taiwan machine tool industry, and machining is integrated by specialized division of labor. The correlation between the upstream, midstream and downstream machine tool industries is shown as follows:
==> picture [360 x 277] intentionally omitted <==
----- Start of picture text -----
Upstream Midstream Downstream
Raw materials Design, machining and Mechanical
manufacturing manufacturing
Steel casting iron National defense
components industry
Aerospace
Driving elements
industry
Integrated
machines
Automobile
Hardware parts
industry
Semiconductor
Precision bearing
industry
Computer
numerically
Oil and air pressure controlled lathes Metal machining
components industry
Electrical control Rail vehicle
components industry
----- End of picture text -----
3. Product development trends:
- (1) Technological development trends
The technology of machine tools in Taiwan continues to be high-speed, high-precision and high-composite, mainly in improving the manufacturing process of components, enhancing productivity and reducing costs. Therefore, high-precision, high-speed and open controllers and composite and systemic trends have become a common goal for machine tool manufacturers. In terms of high speed and precision, high-speed feeding systems and high-speed spindles are developed to enhance the machining speed, which is conducive to the improvement of production efficiency; as the production efficiency is improved, the roughness of the machining surface should also be improved, so the high-speed capability should also be considered; in terms of open controllers, with the rapid development of computers and information processing, controllers will make the function of machine tools more intelligent, so as to improve the performance of the machine and reduce the needs and costs of production manpower; in terms of composite trend, to save space, reduce costs and deal with the need for a small number of diverse and complex workpieces, multifunctional composite machines will be developed to reduce the space for the machine, thus reducing workpiece moves and improving machining precision; in terms of systemic trend, flexible machining, automated process, intelligent monitoring and standardized interfaces will be developed.
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- (2) Product development trends
At present, there are two development trends in the Computer Numerical Control (CNC) machine tool market. First, machine tools of standard specifications occupy the lowprice markets with mass production and low costs; second, high-precision and highquality machine tools are produced by the technological level, and occupy the high value added markets with the price-performance ratio; high value added machine tools will be of high speed, multiple functions, environmental safety, quality stability and product stability in the future, and machine tool manufacturers are actively improving the production process, and develop high-speed spindles, high-speed cutting and highprecision products to improve competitiveness.
- Product competition
The Company’s current products include gantry machine products and small C-type machines, and the competition of the products is described as follows:
In the gantry machine products, the processing of such products is complex, and these products cannot be mass-produced since the specifications vary with customer requirements and thus are diverse and in a small quantity. At present, companies producing similar products worldwide include WALDRICH SIEGEN in Germany, and SNK, OKUMA, TOSHIBA and MITSUBISHI in Japan, which occupy market segments with different prices from domestic machine tool manufacturers due to their high unit prices.
In the C-type machine products, with large market demands, there are a number of manufacturers for the same type of products at home and abroad, and such products vary in functions and properties and capture different market segments. The products mainly include special machines and multifunctional machines. At present, the Company’s C-type machines are mid-range multifunctional machines, with its main competitors from the same industry in South Korea, Italy and other countries. Since the labor cost in Taiwan is lower than that in South Korea, Italy and other countries, Taiwan is more competitive in such products than manufacturers of the same grade in other countries. However, influenced by exchange rate fluctuations, the competition will increase or decrease as there is a large change in the exchange rate of the New Taiwan dollar or the competitor.
In the five-axis machines, with the growth in market demands and large investment of domestic and foreign competitors in research and development, the Company also invests in the development of small, medium and large five-axis machines. At present, companies producing similar small and medium products worldwide include Hermle, and DMG&MORI in Germany, and those producing large products include SNK, OKUMA, TOSHIBA, and MITSUBISHI in Japan. These companies capture market segments with different prices from domestic companies due to their high unit prices, while the domestic competitors’ products are not mature, and thus may have considerable opportunities in market competition.
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(III) Research and development:
- Technical level of the business affairs Since its inception, the Company has focused on the R&D, production and manufacturing of machine tools, with its main technology from long-term cultivation of talents, technology establishment, experience inheritance, and self-development of products, and main R&D cadres have the ability to develop products and maintain close cooperation with upstream component suppliers. As the design and manufacturing of machine tools require long-term experience accumulation and planning ability, the Company technologically works with the Industrial Technology Research Institute (ITRI), a specialized machinery research institute in Taiwan, and the Precision Machinery Research & Development Center for product development and improvement.
By means of years of experience in product R&D, the Company has built a complete R&D system and can develop the product process capability for customer application demands to meet customers’ demands for product quality and maintain market competitiveness in production technology that is superior to the same industry.
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Research and development status
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In recent years, the Company has focused on the improvement of production efficiency and process capability, and thus the development of high-range products. In the future, the Company’s R&D interest will include continuously reducing production cost, and actively developing in the fields of aerospace, 3C industry, light metal machining industry and precision mold machining industry. The products for development in the near future are as follows:
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(1) Small and medium horizontal boring mills
Small and medium CNC horizontal three-axis machines, as the main body, are equipped with rotary high payload index tables and self-made boring spindles to cope with the precision machining applications; in addition, a table exchange mechanism is developed to reduce downtime and improve work efficiency.
- (2) Large horizontal boring mills
The main market is large turbine parts machining industry, large mechanical precision parts, large pipe valve parts and wind power parts manufacturing industry. The product features include ultra-high payload table, ultra-large work stroke, ultra-large spindle output torque and three-axis travel module design that can be matched according to customer needs.
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(3) Large gantry type five-axis machining center
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In response to the trend of large product development in the market, the Company will modify super-large crown block gantry machines, and improve the machining efficiency and quality; it will add two rotary spindle heads to the large crown block gantry to improve products’ machining performance, and minimize the number of turns of large workpieces.
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- (4) Small high-speed CNC vertical machining center
Small CNC vertical three-axis machines, as the main body, are optimized in structure and performance to meet the parts machining needs of the 3C industry and ensure high efficiency, high precision and low cost.
- (5) Intelligent software development
In response to customers’ requirements for strict machining, including size, shape, surface brightness and reduced processing time, the Company will continue to develop the most appropriate machining parameters, compensation function, anti-collision simulation software and machine status monitoring function to meet the needs of different industrial groups, improve customers’ satisfaction with products, and enhance product competitiveness.
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(6) Development of high-precision optical mounting and correction system of large machine tool
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To meet the product needs of the large object processing market, the Company will develop ultra-large stroke machines. To satisfy the needs, and improve product precision and value, the Company advances precision assembly technology, and participates in “Development of High-precision Optical Installation Calibration System for Large Machines and Tools”, an industry-university cooperation plan led by National Formosa University.
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(7) Development of large moving column moving cross rail gantry five-face machining center
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To meet the product needs of the large object processing market, the Company will develop ultra-large moving column moving cross rail gantry five-face machines to meet the processing needs of large, high-torque and high-rigidity products.
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(8) Development of gantry friction stirring welder
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Based on the “friction stirring welding technology”, a new technology transfer by the Company and TWI (The Welding Institute), UK, and the current gantry machine framework, the Company can enter the welding market of shipbuilding, aerospace and automobile industries. At present, no manufacturer in Taiwan develops this type of functional machines, and the Company first enters the market to capture the blue ocean market, increase product lines and improve its competitiveness.
The Company, which pays particular attention to the R&D of products, forms the product R&D team from time to time, in which the R&D personnel are responsible for the development of new products, improvement of production process and technical guidance.
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- R&D expenditure in the latest year
The ratio of the Company’s R&D expenditure in the latest year in the operating revenue is as follows:
| llows: | llows: | llows: | llows: |
|---|---|---|---|
| Unit: NTD thousand | |||
| Year Items |
2023 | 2024 | 2025 Q1 |
| Research and development expenses |
53,729 | 92,583 | 20,123 |
| Operating revenue | 2,361,917 | 1,917,762 | 552,359 |
| Ratio in operating revenue | 2.27% | 4.83% | 3.64% |
Note: The data for the First Quarter of 2025 has been reviewed by CPAs
To meet the market demand and improve product competitiveness, the Company especially attaches importance to the R&D of products, investing in NTD 53,729 thousand and NTD 92,583 thousand in 2023 and 2024, which accounted for 2.27% and 4.83% of the operating revenue. The investments are mainly used to develop new products, modify the functions of the original products, test new products and develop components. The Company continues to attract R&D talents, and add R&D equipment and relevant application software. In the future, the R&D funds are expected to stably increase with the revenue scale.
- Successfully developed technology or product
The Company’s R&D results are developed based on more than 20 years of production technology and constantly modified according to customers’ actual needs, so as to improve product performance and gain the competitive advantage in the market. The R&D results of the Company in the latest years are listed as follows:
| Year | Successfully developed technology or product |
|---|---|
| 2008 | 1. Complete the development of the optimal cutting parameter “I Console”, and facilitate the control interface. 2. Development of BL2018-S/14. 3. Development of new five-face spindle head. 4. Development of AF-1250 5. Development of A+1800/2100/2500 6. Development of FMV-45U |
| 2009 | 1. Development of MVP-5032 moving cross rail machining. 2. Development of ultra-large crown block gantry machines: LG-10070, LG- 20070. 3. Development of a full range of AF linear guide vertical machines. 4. Development of BL high payload rotary tables, Z-axis 1.4m gear spindles, LP five-face machines,Y-axis screw vibrationproof mechanisms,and APC units. |
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| Year | Successfully developed technology or product |
|---|---|
| 2010 | 1. Development of LV-6030 gantry type composite five-axis machine. 2. Development of small and medium gantry five-face machine series: LP- 2515/3016/4016/5016. 3. Development of a full range of large bridge type five-axis machine MEGA 5P. 4. Development of 8000rpm high-torque oil mist internal spindle. |
| 2011 | 1. AF510 small high-sped CNC vertical machining center. 2. MB1512 medium horizontal boring mills. 3. Development of a full range of largegantrytype five-axis machines MEGA 5G. |
| 2012 | 1. HTP high-rigidity gantry machining center. 2. Gantry friction stirring welder. 3. Medium LPgantrytype integrated machiningcenter. |
| 2013 | 1. Development of new AC automatic universal joint. 2. New fixed column gantry machining center. 3. HD bridge type machining center. 4. FCV-620 5-axis vertical machine. 5. AH630 ultraperformance horizontal machiningcenters. |
| 2014 | 1. Development of horizontal head center effluent function. 2. Development of gantry X-axis nut swivel feeding system. 3. Development of MVP-8040 moving cross rail machining. 4. Development of EMENA head-changing spindle system. 5. AH500 ultra performance horizontal machining centers. 6. Development of MEGA5 P2520 high-speed bridge type five-axis machine. 7. FMV99 improvement and optimization. 8. Appearance aesthetics metal plate of C-type machine. 9. High-speed gear spindle of C-type machine. 10. MB2012 medium horizontal boring mills. 11. Development of FV960 vertical five-axis machine. |
| 2015 | 1. Proposal for modification of the MEGA5G feeding system. 2. Development of AF510#30 meantime tool charging system. 3. Development of machines for CAM (special machines for automation system components). 4. Optimization and development of FCV800 gantry type spindle machining center. 5. Development of MEGAxx20 series bridge type five-axis machines. 6. The development of SP machine side-mounted tools is more in line with the economic market demands. 7. Development of 760 long-nose gear spindle. 8. Increase air curtain function to the gear spindle. 9. Low cistern improvement for SP machine. |
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| Year | Successfully developed technology or product |
|---|---|
| 10. Optimization and development of the metal plate appearance and aesthetics of HD high-rigidity gantry machines. 11. Comprehensive optimization and development of new VP bridge type machine (including the optimization and development of appearance and aesthetics). 12. Optimization and development of AH series chip removal system. 13. Optimization and development of FCV620 moving column five-axis machining center. |
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| 2016 | 1. Gantry type high speed five-axis machining center. 2. Horizontal full moving column high-speed five-axis machining center. 3. AC full-automatic universal joint. 4. Five-axis joint. 5. Large moving column moving cross rail gantry five-face machining center. 6. Millingmachine five-axis machiningcenter machine. |
| 2017 | 1. Development of super traveling column machine. 2. Development of high-speed internal spindle. 3. Development of long-nose internal spindle. 4. Development of the high-rigidity 90-degree horizontal head. 5. Development of high-speed central effluent extension head. 6. Improvement of the number of tools for AT510 small high-speed CNC vertical machining center. 7. Development of automobile molds for FCV620-H moving column five-axis machine. 8. Development of self-made five-axis head (A5+M specification). 9. Development of large C-type machine equipped with special automation system for track machining. |
| 2018 | 1. Development of vertical and universal joint automatic universal joint. 2. Development of European 12,000RPM internal spindle. 3. Development of the RG gantry type five-axis machining center. 4. Development of the new-generation manual horizontal joint and universal joint. 5. Development of face grinding additional head. 6. Development of new-generation A+/AF vertical integrated machine. 7. AHM-800 horizontal integrated machine. 8. Development of AE-1000 vertical part machine. 9. Development of VP6012 gantry high-speed aluminium structural parts machining center. 10. Development of the EH5-500 horizontal five-axis machine. |
| 2019 | 1. Development of the FCV-800II new-generation five-axis machine. 2. Development ofφ110 boring spindle head module (MB). 3. Development of quick mold change (efficiency enhancement) module of the machiningdepartment. |
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| Year | Successfully developed technology or product |
|---|---|
| 4. Development of AC full-automatic universal joint. 5. Development of SP4 high-speed gantry aluminium machine. 6. Development of BS-Φ130 boring axis. 7. Development of 16K internal spindle. |
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| 2020 | 1. Development of the moving column moving beam machining center. 2. Development and release of the intelligent information control system product. 3. Development of production management function of the intelligent information control system. 4. Development of the AD-550/500 two-spindle C-type machine. 5. Development ofφ110 boring spindle head module (AHM specification). 6. Development of CF-1060 efficient/rigid vertical machine. 7. Proposal for optimization of NA+ gear spindle (small) (#50-6K is enhanced to 8K). 8. Development of LH-119 gear spindle (assist in Yih Chuan). 9. Development of adaptive cutting function. 10. Development of wireless handle function. 11. Development of MEGA5P and RG5 five-axis machine. |
| 2021 | 1. Optimization and development of the one-index AC full-automatic universal joint. 2. Optimization and development of the 4,500RPM horizontal joint. 3. Integration of the LB/EP fixed column gantry machine. 4. Development of tool management function. 5. Development of tool monitoring function. 6. Development of the diagnostic function of the machine. |
| 2022 | 1. Development of VP-type 12KB internal spindle. 2. Electrical design of the self-made tool changer. 3. Development of Z800 hard track short gear spindle. 4. Development of the AU-680 high-rigidity moving column five-axis machine. 5. Development of VP-xx16 gantry machine (lockable). 6. Development of AHM-800-APC horizontal pallet changer. 7. Design and development of X-A2 biaxial head. 8. Development of the intelligent spindle thermal displacement deep learning compensation technique. 9. Development of the intelligent tapping deep learning automatic dispatch technique. 10. Development of intelligent information control system platform (FANUC controller). |
| 2023 | 1. Intelligent digital communication box. 2. Intelligent information APP. 3. Development of the Z800 linearguide verticaljunction spindle box. |
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| Year | Successfully developed technology or product |
|---|---|
| 4. Improvement of vertical and horizontal tool arms in tool storage. 5. Development of the traystorage system of the five-axis machine. |
|
| 2024 | 1. Development of tool load monitoring function. 2. Optimization of the one-index AC control of AC full-automatic universal joint. 3. Development of talk function of the intelligent information control system. 4. LP model main component integration and simplification project. 5. AC automatic universal joint stability improvement - C-axis lower section body hardening. 6. MEGA5P model tool modification project. 7. RG model fullyenclosed modificationproject. |
- (IV) Long- and short-term business development programs:
Since its inception, the Company has actively expanded high-precision and automated production equipment to improve production efficiency, production capacity and technical level, develop high value added products, and create operating benefits. The short-term and long-term development programs of the Company are described as follows:
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Short-term business programs
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(1) Marketing strategies:
- Strengthen the customer service quality system
The Company establishes two-way communication channels between the Company and customers, strengthens the training of marketing and customer complaints personnel, promotes good customer service quality, and provides after-sales services for products, and prioritizes information reflected by customers, striving to meet customers’ satisfaction and enhance the long-term relationship with customers.
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Obtain orders of high value added products to enhance competitive advantages In addition to customers in long-term cooperation, the Company strengthens the development of domestic potential customers to expand business space, and actively obtains orders of high value added products, so as to increase the proportion of medium- and high-priced machine tools, obtain market segments with other companies in the same industry and enhance competitive advantages.
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Disperse customer sources and adjust product structure and channel The Company consolidates and expands customer sources, while maintaining good cooperation with existing customers. In addition, the Company, in response to market demands and industrial development trends, also adjusts the product structure and actively develops diversified sales channels, and wins orders from domestic and foreign customers with its production flexibility and product quality and disperses order sources to reduce the operating risk of changes in industrial prosperity.
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(2) Production strategies
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Mass-production and modularization of machine tools In response to the need for shorter market delivery, the Company strengthens the mass production and modularization of machine tools to meet customers’ need for multifunctional applications and improve production flexibility, while sharing of components can reduce the inventory risk of stocks.
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Upgrade the assembly level of the Mainland China plants The Company upgrades the assembly level of its Mainland China plants, cultivates local mechatronic talents, and develops its own-brand products to strengthen product cost competitiveness and meet mainland customers’ need for local delivery.
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(3) Development orientation of product
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Supply ability of complete product lines
- In addition to the development of large precision machine tools, the Company also develops small and medium CNC vertical machining centers and has the supply ability of complete product lines in response to customer demands and all-round market needs, so as to meet customers’ need for one-stop shop.
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Enhance the integration of high-speed machine tools and application software To comply with the trend of high-speed development in the market, the Company will develop and modify small and medium high-speed machines, improve product machining efficiency, including size, shape and surface brightness, and shortens machining time; it will also develop the most appropriate parameter software, and meet the needs of different industrial groups and upgrade the competitiveness of small size machines by optimizing parameters.
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(4) Operating scales and financial cooperation
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Implement the management system, and improve administrative efficiency The Company will effectively plan its management system, and implement the computerization of enterprise information to perfect the information integration, analysis and customer services; the Company will also promote the performance management system to improve the administrative efficiency.
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Strengthen financial management, and properly use funds
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Long-term business programs
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(1) Marketing strategies:
- Expand overseas markets and enhance international reputation The Company will actively expand the international market, and attract orders from foreign customers with good reputation; it will also set up plants in Mainland China to develop emerging markets and increase the sales percentage of overseas markets to establish a global marketing network and realize market diversification.
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Integrate resources across departments to ensure competitive advantages By improving the customer service mechanism and integrating resources across departments, the Company improves the flexibility and mobility of the production process, and enhances its professional image to get customers’ trust, and then it expands its performance and profits to ensure the competitive advantages.
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(2) Production strategies
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Enhance production efficiency and improve product quality Based on the product demands of domestic and foreign customers, the Company proposes the production plan, plans the development progress of new products, and accelerates the commercialization of products, ensuring that it can achieve the operating revenue target; the Company also effectively utilizes the production capacity to improve its overall production efficiency.
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Adjust production structure in response to market supply and demand In the future, the Company will adjust the production structure according to the changes in market supply and demand and business cycle to optimize the production flexibility; the Company will also form a strategic alliance with upstream and downstream manufacturers, and strengthen the division of labor system to improve the profitability.
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(3) Development orientation of product
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Improve the ability to self-make the key parts
- The Company will continue to train electronic control system talents, and develop key components of machine tools, such as precision bearings, with domestic technical research institutions, to reduce its dependence on foreign suppliers.
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(4) Operating scales and financial cooperation
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Uphold the concept of sustainable development, and expand the operating scale Adhering to the concept of sustainable operation, the Company actively cultivates R&D talents, and builds talents needed for the long-term development of the Company and accumulate R&D strength based on industry-university, dual system of vocational training, so as to improve the global competitiveness. In addition, combined with the long-term marketing strategy and production policy, the Company improves the production automation and product quality, and expands the operating scale and business items to increase market shares.
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II. Markets, production and marketing in summary
-
(I) Market analyses
-
Sales regions of key products
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | |||
|---|---|---|---|---|
| Year Region |
2024 | 2023 | ||
| Amount | % | Amount | % | |
| Taiwan | 299,703 | 15.63 | 279,683 | 11.84 |
| Mainland China | 818,465 | 42.68 | 1,045,941 | 44.28 |
| Asia | 132,598 | 6.91 | 172,662 | 7.31 |
| USA | 307,345 | 16.03 | 300,399 | 12.72 |
| Turkey | 93,840 | 4.89 | 217,565 | 9.21 |
| Italy | 15,295 | 0.80 | 174,453 | 7.39 |
| Other countries | 250,516 | 13.06 | 171,214 | 7.25 |
| Total | 1,917,762 | 100.00 | 2,361,917 | 100.00 |
2. Market share
Due to the wide variety of machine tool products and great differences in functions, specifications and applications, it is hard to objectively count and analyze identical products. The Group’s main products belong to the metal cutting machine tool manufacturing and repairing industry of the industrial machinery, with a sales value of NTD 1,917,762 thousand in 2024.
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The future market supply and demand and growth potential
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(1) Future market supply
- Machine tools are used in all walks of life. In addition to traditional automobile and motorcycle industry and household appliance industry, machine tools are also mainly used to manufacture and produce components in high-tech industries, such as information industry and aerospace industry, so the range of application is extremely wide. With the development of global intelligent and unmanned factories, the machine tool industry will develop to be high-range and complex in the future. In addition to continuously capture the existing market with cost advantages, the Company also plans to gradually integrate the surrounding automated components through domestic information electronic technology support and cooperation with academic units, so as to meet the intelligent and plant output of machine tool products.
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(2) Future market demand
The terminal application industries of machine tools are all-inclusive. In addition to automobiles, motorcycles, and precision mechanical part processing, it also includes the electronic industry such as semiconductors and flat panel displays, and wind power generation, solar photovoltaic and LED markets in the green energy industry.
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Affected by the poor global economic outlook and weak consumption in the machine tool market, Taiwan’s machine tool exports in 2024 amounted to only USD 2.218 billion, a year-on-year decrease of 14.8%. Among them, the export value of metal cutting machine tools was USD 1.834 billion, a year-on-year decrease of 16.8%. BoJia Chen, Chairman of Taiwan Machine Tool and Accessory Builder’s Association (TMBA), believes that Japan and Mainland China have recently offered incentives for trade-in of machinery and equipment to stimulate domestic consumption, it is recommended that the government should take such examples and encourage large domestic enterprises to expand the use of domestic equipment, in order to enhance equipment performance and energy efficiency, and move towards green manufacturing in combination with “energy-saving label evaluation” program promoted by the Association.
- (3) Future market growth
The second term of Trump’s Administration is full of uncertainty. According to the survey of TMBA, the Taiwan machine tool industry is optimistic and cautious about the business outlook in 2025, while the component factories are more optimistic than the machine tool factories. 87% of the component factories are confident about the growth of revenue in 2025. On the whole, Taiwan’s machine tool output value and export have the opportunity to grow by 5-10% in 2025. In 2024, Taiwan’s output value and exports of machine tools decreased by 14.8% and 15.4% respectively, but the market situation gradually recovered in Q4 2024, and the future prospects also gradually become clear.
The topic for 2050 carbon neutrality continues to develop, and new equipment needs to be invested in this industry in response to today’s topic for carbon neutrality; we believe that the machine tool market will have the opportunity to usher in a new wave of growth in the future.
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Competitive niche
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(1) The Company focuses on business operation, and its image is well recognized For more than 30 years since its inception, the Company has an excellent reputation and image in its private brand “AWEA”. The Company has adhered to the high-quality policy and strived to improve customer satisfaction over the years, being certified by the international quality management system ISO 9001 and the environmental management system ISO 14001 in 1996 and 1998, respectively. The products comply with the EU CE safety regulations. With strict requirements on product quality and technical level, the Company has constantly developed new products, and established complete product lines, which enables itself a considerable competitive advantage in the machine tool market.
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(2) The operation team has abundant professional experience
- Members of the Company’s current operating team has focused on the machine tool industry for years. The main cadres have rich experience in the industrial environment changes, product development trends, manufacturing, marketing business, and other aspects. In recent years, the Company’s operating revenue and profits have been growing year by year, and the operating team has excellent professional quality and operating performance.
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(3) The R&D ability is strong, and the technical level of products is high The Company, which is actively engaged in the research and development of process technology, also cooperates with the Mechanical and Mechatronics Systems Lab., ITRI and the Precision Machinery Research & Development Center to obtain technology transfer and the latest product information, so that the Company has competitive advantages in the development of production technology. The Company makes creative efforts on an established basis. It has published a number of R&D results over the years, which has been affirmed by all levels of government agencies and professional associations, and won several certifications, awards and patents, which shows that the product quality and technical capacity have reached the international level.
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(4) Products are produced flexibly, and the positioning and segmentation strategy is proper To meet the needs for customized products and shorter delivery, the Company continues to improve the added value of products, and establishes the outsourcing system and modularized production technology to reduce the production cost and delivery time. In addition, the Company positions its products in the medium-and high-range machine tool markets with high added value with complete product combination and strong product development capacity, and gains a foothold in the medium-and high-range machine tool markets controlled by Japan and Germany for a long term with its price advantages, while avoiding price competition within the industry.
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(5) Sales bases are expanded at home and abroad, and perfect after-sales service is provided The Company works with distributors with sales and maintenance ability to provide logistics and technical support for distributors and improve their marketing and service ability, so that they can better expand overseas sales markets, provide real-time aftersales services and establish a good brand image.
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Advantages and disadvantages of development and countermeasures
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(1) Advantages
- The industrial prospect continues to develop and the Taiwan industry remains competitive
The mechanical industry is one of ten emerging industries with high added value and high technology planned by the government, and electronic information and automobile and motorcycle industries thriving in such regions as the Mainland China and Southeast Asia provide excellent mechatronic integrated resources and
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stamping equipment markets for the mechanical industry. After the China-United States trade war, Taiwan companies replace some American companies for purchasing goods from China, and Taiwanese companies return to Taiwan to expand factories, which increases the machine tool demands of the Taiwan market.
- There are multiple channels for the sales of private brands, ensuring extensive sales bases
The Company’s products of the private brand “AWEA” are sold worldwide, mainly in America, Asia and Europe. In the future, the economy in European and American regions continues to grow, and the Company should perform more well. Meanwhile, Asian emerging markets Mainland China and India drive the demands for machine tools, which are also the future niche market and growth driver of the Company. In addition, the Company disperses its markets through direct selling, distribution, agency and other channels to promote business, which also contributes to the steady growth of sales performance.
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Excellent product quality is deeply recognized by the market
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Since its inception, the Company has spared no effort in quality inspection and technology improvement, based on which it not only is certified by the international quality management system ISO 9001 and the environmental management system ISO 14001, but also complies with EU CE regulations, with its production process and product quality at the international level. In addition, the Company has also won several awards, such as Taiwan Excellence Award, Good Design Award, Taiwan SMEs Innovation Award, National Award of Outstanding SMEs, and Industrial Technology Advancement Award, which have positive effect on the image and international competitiveness of the Company’s products of the private brand “AWEA”. Therefore, the Company is highly trusted by customers.
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Unique process innovation capability The Company has focused on the development of new products, and customized, diversified and small-scale production. It has appointed excellent senior engineers to constantly improve the process and manufacturing capacity, such as simple and rapid process change, flexible process management, and real-time production support, and immediately and rapidly used process innovation technology to modify the production lines, ensuring rapid delivery and stable quality.
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Highly vertical division of labor between the central factory and the subcontractor Taiwan’s machine tool industry has a complete satellite system, with the exception of a few key components supplied by foreign manufacturers, most of the other components can be produced independently; as for casting processing of the Company’s mechanical parts and production of its components, they are all supplied by third-party factories in long-term cooperation, enabling an efficient and highly elastic production process.
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(2) Disadvantages and countermeasures
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Shipping port congestion and rising energy price make the ocean freight several times higher than that in the normal period.
Countermeasures:
In response to this trend, the Company actively modifies the design of machines, and designs lockable machines to reduce the transportation cost and improve the competitiveness of products.
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Domestic labor wages and production cost increase
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It is hard to cultivate domestic technical talents and there is a shortage of experienced workers. In addition, the government has gradually adjusted benefit policies, adopted national health insurance, and raised basic pay in recent years, which results in a gradual increase in operating costs.
Countermeasures:
The Company actively strengthens the training of educational technology in employees, and improves the whole working environment to reduce the employee turnover rate. In addition, the Company also enhances production efficiency, increases investment in automated equipment and outsourcing work, reduces direct demands for human resources, improves employee efficiency and reduces production costs.
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Some raw materials rely on foreign plants
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At present, the technology of key components of machine tools in Taiwan, such as numerical controllers and precision bearings, remains in the hands of manufacturers in Japan, Germany and other countries. The high proportion of these components in the cost will be unfavorable to the future development and international competitiveness of the industry.
Countermeasures:
The Company reduces the production cost of key components by expanding production capacity and adopting bulk purchase, and maintains cooperation with several suppliers by dispersing supply sources, so as to reduce the risks of excessive concentration of supply sources and price fluctuations.
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The domestic sales market is small, and the product competition is fierce Compared to European and American countries, Taiwan features a relatively small domestic market in the machine tool industry, and fierce competition due to highly homogeneous products in the same industry, thus forming a special phenomenon of installment sales, which has an adverse effect on the operation of the Company.
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Countermeasures:
In order to avoid fiercely competitive domestic trading conditions, the Company has, in recent years, implemented the product segmentation policy to avoid the price war in low-priced products in the same industry; it has also actively expanded overseas markets, widely set sales service bases, enhanced the marketing and maintenance
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ability of agents, and established close cooperation with other countries to expand the operating scale of overseas markets and disperse the risk of excessive concentration of sales in Taiwan. In addition, by developing or participating in technical cooperation programs of research institutions, the Company has developed high-precision, automated, high-performance products to improve the added value of products and create market segments.
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(II) Manufacturing process and key purposes of our principal products
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Key purpose
The Company is mainly engaged in the development, design, production, manufacturing, purchase and sales, and other businesses of Computer Numerical Control (CNC) machine tools, and belongs to the metal cutting machine building industry in industrial machinery. The machine tool industry is technology-intensive, high value added, and highly interconnected to other industries, especially the mechanical industry, national defense industry, automobile industry, and aerospace industry. The products are widely used for precision component machining, automobile metal plate stamping molds, plastic molds, and aerospace part machining. The key purposes of the Company’s main products are as follows:
| Mainproducts | Key purpose |
|---|---|
| Gantry Vertical Machining Center |
Part and mold machining of machine tools and industrial machinery, automobile and motorcycle molds, plastic molds, petrochemical industry, power plant boiler parts and aerospace military parts,and household appliance industry |
| Gantry Five-Face Machining Center |
Multifaceted machining of large precision parts in the above industries |
| Gantry Fixed Column Machining Center |
Part and mold machining of machine tools and industrial machinery, automobile and motorcycle molds, plastic molds, petrochemical industry, power plant boiler parts and aerospace military parts,and household appliance industry |
| Gantry Moving Column Machining Center |
Large automobile and motorcycle molds, petrochemical industry |
| Bridge Type Five-Axis Machining Center |
Aerospace parts, complex curved surface parts machining |
| Moving Column Horizontal Boring and Mills |
Medium and large precision axis hold machining, medium and large parts machining |
| C-type Vertical Machining Center |
Applicable to light metal machining industry, small and medium mold industry, and automobile parts and 3C industry |
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2. Product manufacturing process
| Production plan Painting Finished product quality Inspection |
Components Cast/Raw materials Mechanical assembly Packing/ Shipping |
Machining Procurement of purchased parts Electronic- controlled assembly Installation and acceptance at the customer site |
Incoming quality inspection Mechantronic adjustments After-sales services |
|
|---|---|---|---|---|
(III) Supply status of major raw materials
The main raw materials of the Company’s products are controllers, castings and linear tracks. In recent years, most of the controllers have been purchased from domestic manufacturers, which will have price differences due to different brands and software functions. However, the Company and the suppliers are in good cooperation, although the price has increased this year, the suppliers are still willing to offer special price to us, without too much fluctuation. The suppliers of castings and linear tracks are all our long-term cooperative partners, and although the purchase prices will be subject to slight fluctuation due to change in international price of raw materials and difference in specifications, on the whole, the Company’s can obtain sufficient main raw materials from a number of domestic and foreign suppliers that are in long-term cooperation with the Company, so the Company can maintain both the price and the quality in a reasonable and stable way. It is expected that the overall supply of raw materials in 2025 will be stable.
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(IV) The names of any customers that have purchased 10% or more of the Company’s gross purchases (sales) in either of the last two years, and the amount and proportion, and set forth the reasons for changes in increase or decrease.
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The major customers that have purchased 10% or more of the Company’s gross sales in the last two years:
Unit: NTD thousand
| last two years: | last two years: | last two years: | last two years: | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 Q1 | ||||||||||
| Items | Name | Amount | Ratio to net sale in the whole year (%) |
Relationship to the issuer |
Name |
Amount | Ratio to net sale in the whole year (%) |
Relationship to the issuer |
Name |
Amount | Ratio to net sales as of the last quarter of 2025(%) |
Relationship to the issuer |
| 1 | Customer G | 421,868 | 17.86 | None | Customer A | 305,977 | 15.95 | Associates | Customer R | 98,540 | 17.84 | None |
| 2 | Customer A | 299,505 | 12.68 | Associates | Customer G | 210,333 | 10.97 | None | Customer A | 98,355 | 17.81 | Associates |
| Others | 1,640,544 | 69.46 | Others | 1,401,452 | 73.08 | Others | 355,464 | 64.35 | ||||
| Net sales | 2,361,917 | 100.00 | Net sales | 1,917,762 | 100.00 | Net sales | 552,359 | 100.00 |
Explanation on the change in increase or decrease:
Benefiting from the increase in demand from the IT semiconductor industry and the energy industry, and the transfer effect of international manufacturing bases, Customer G and A made concentrated shipments in 2023. However, due to the tightening of monetary policy and weak trade in the USA, and the global geopolitical policy tensions, the Company’s sales were not so ideal on the whole, which also increased proportion of such customers.
- The major manufacturers that have purchased 10% or more of the Company’s net purchases in the last two years:
Unit: NTD thousand
| last two years: | last two years: | last two years: | last two years: | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | Unit: NTD thousand | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025Q1 | ||||||||||
| Items | Name | Amount | Ratio to net purchases in the whole year (%) |
Relationship to the issuer |
Name | Amount | Ratio to net purchases in the whole year (%) |
Relationship to the issuer |
Name |
Amount | Ratio to net purchase as of the last quarter of 2025(%) |
Relationship to the issuer |
| 1 | FANUC | 79,507 | 5.38 | None | FANUC | 74,813 | 5.86 | None | FANUC | 17,855 | 5.70 | None |
| Others | 1,398,964 | 94.62 | Others | 1,202,574 | 94.14 | Others | 295,498 | 94.30 | ||||
| Net purchase |
1,478,471 | 100.00 | Net purchase |
1,277,387 | 100.00 | Net purchase |
313,353 | 100.00 |
Explanation on the change in increase or decrease:
Controllers, the main raw material purchased by the Company, is one of the components necessary for the machine tool to achieve various precision and complex machining functions, so the function and reliable and stable quality have been valued by customers. Fanuc is a world-renowned manufacturer, which provides products with stable quality, and has a perfect marketing and aftersales service system in the world, and its maintenance and operation training is quite quick and easy. Therefore, Fanuc controllers are often specified by the Company’s sales customers.
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- III. The number of employees employed, average years of service, average age, and ratio of academic qualification in the last two years
Information of employees employed in the last two years
| Year | 2023 | 2024 | As of March 31, 2025 | |
|---|---|---|---|---|
| Number of employees |
Direct labour | 185 | 137 | 144 |
| Indirect labour | 341 | 324 | 323 | |
| Total | 526 | 461 | 467 | |
| Average age | 38.5 | 40.3 | 40.5 | |
| Average | years of service | 8 years and 9 months |
10 years and 6 months |
10 years and 4 months |
| Ratio of academic qualification |
Doctoral degree | 0.00% | 0.22% | 0.21% |
| Master’s degree | 6.84% | 8.03% | 8.57% | |
| Bachelor’s degree | 61.22% | 59.22% | 58.24% | |
| High school | 26.62% | 27.11% | 28.05% | |
| Below high school | 5.32% | 5.42% | 4.93% |
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IV. Environmental spending
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(I) By statute, if there is a need to apply for the pollution facility installation permit or pollution discharge permit or pay pollution prevention fees or set up dedicated environmental protection unit personnel, the application, payment or setting up conditions are described as follows: No pollution will be caused in the Company’s product manufacturing process, and there is no need to apply for the pollution facility installation permit or pollution discharge permit, pay pollution prevention fees or set up dedicated environmental protection unit personnel. In addition, general household waste is cleared and transported by qualified cleaners; before machine delivery, the cutting oil from operation test, which cannot be recycled, is recovered by the recycler. The Company has not suffered any loss due to environmental pollution in the last two years.
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(II) Investment in main equipment for the prevention and control of environmental pollution, and its use and potential benefits:
Unit: NTD thousand
| Unit: NTD thousand | |||||
|---|---|---|---|---|---|
| Equipment name | Quantity | Date of acquisition |
Investment cost |
Undiscounted balance |
Use and expected benefits |
| Coating water curtain-type spray room equipment |
1 set | November 25, 2004 |
3,980 | 0 | Maintain the air quality in the working environment and reduce airpollution |
- (III) Pollution disputes involving the process of the Company’s improvement of environmental pollution in the last two years and up to the publication date of the Prospectus, and the process of improvement: None.
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(IV) Any losses suffered by the Company due to environmental pollution in the last two years and up to the publication date of the Prospectus, and total penalties, future countermeasures and possible expenditures:
-
No pollution will be caused in the Company’s product manufacturing process. In addition, the Company has attached importance to pollution prevention and control, invested funds to set up pollution prevention and control equipment, and strengthened employees’ environmental protection education and training. There has been no heavy losses or compensation due to environmental pollution in the last two years and up to the publication date of the Prospectus.
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(V) Current pollution situation and the effect of pollution improvement on the Company’s earnings, competitive position and capital expenditure, and significant environmental capital expenditure expected over the next two years:
-
The Company’s production activities are mainly design and assembly, and the processing process is mainly outsourced, so there have been no significant environmental pollution issues affecting the Company’s earnings, competitive position and capital expenditure since its inception. With the development of the social environmental awareness in recent years, the government is also making stricter pollution discharge standards. While attaching importance to and making efforts in environmental protection, the Company inputs manpower and funds to expand and maintain pollution prevention and control equipment, and also entrusts a professional waste disposal plant to deal with general domestic waste. It is expected that the Company has no significant environmental capital expenditures over the next two years.
V. Employee-employer relationship
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(I) The Company’s employee benefits, continuing education, training, retirement systems, and the status of their implementation, as well as the status of agreements between labor and management, and all measures aimed at preserving the rights and interests of employees
-
Employee benefits:
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The Company attaches great importance to human-based management. To provide employees with a comfortable working space, the Company continues to actively improve the working environment and promote various benefits to properly ensure employees’ health and safety in work and life; in addition, through the Employee Welfare Committee organized by employees, actively participate in these activities to employees can adjust their physical and mental health.
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(1) The Company purchases labor insurance, health insurance, and group insurance for all employees, and purchases health insurance for family members of the employees in compliance with government regulations.
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(2) The Company holds regular domestic and overseas travels, birthday parties and various group recreational activities for employees, which are participated by all employees and their families, so as to gather the cohesion of the Company’s employees.
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(3) The Company provides subsidies for employees related to marriage, funerals, celebrations, and other matters, making the colleagues in the Company feel the Company’s care.
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(4) The Company assists with the employees in obtaining some loan assistance in case of emergency accidents.
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(5) Educational scholarship is provided for employees’ children.
Through various benefits and activities organized by the Welfare Committee, the Company allows its employees to balance work and leisure and live a happy life. The benefits provided by the Company are as follows:
| Provided by the | Provided by the | ||
|---|---|---|---|
| Employee benefits | |||
| Company | Welfare Committee | ||
| Year-end bonus | V | - | |
| Performance bonus | V | - | |
| Employee bonus | V | - | |
| Retention bonus | V | - | |
| Free lunch/overtime meal | V | - | |
| Model worker | V | - | |
| Groupaccident insurance | V | - | |
| Employee stock ownershiptrust | V | - | |
| Annual health examination | V | - | |
| Full-time plant nurses and occupational doctors are resident in theplant toprovideprofessional consultation |
V | - | |
| Employee uniform | V | - | |
| SpringFestivalgift | - | V | |
| Dragon Boat Festivalgift | - | V | |
| Mid-Autumn Festivalgift | - | V | |
| Labor Day gift | - | V | |
| Wedding gift | - | V | |
| Childbirthgift | - | V | |
| Employee birthday gift | - | V | |
| Retirementgift | - | V | |
| Domestic and foreign tourism | - | V | |
| Scholarshipandgrants for children’s education | - | V | |
| Associationgrant | - | V | |
| Medical sympathy | - | V | |
| Memorial ceremony wreath |
Employees themselves | V | V |
| Spouse | V | V | |
| Children | V | V | |
| (Foster) parents | V | V | |
| Grandparents | V | V | |
| Year-end dinner for employees | V | V | |
| Emergencyloan | - | V | |
| Appointed store discount | - | V |
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-
Employee continuous education and training: To assist with the new colleagues in entering the working state as soon as possible, job orientation and training courses are arranged to assist with them in understanding the industrial positioning and future development of the Company. In addition, professional courses are provided at irregular intervals, so that employees can receive new information about professional skills at any time and enhance their capabilities.
-
To provide on-the-job training for employees, departments arrange appropriate education and training courses in the Company according to actual needs, or employees participate in the courses offered by the training institutions as required by the professional courses of each function, so as to improve employees’ professional quality.
-
Retirement system and implementation: In accordance with the Labor Standards Act, the Company sets up a Labor Pension Supervisory Committee, which sets aside 2% of the gross salary monthly as the reserve for employee retirement into the Central Trust Bureau special account. The pension payment system is governed by the Labor Standards Act.
-
The Labor Pension Act, which came into force on July 1, 2005, adopts the defined contribution. After its implementation, employees shall choose to apply the pension provisions in the Labor Standards Act or apply the pension system in this act and retain the years of service prior to application. For an employee to whom the act applies, the Company contributes 6% of the employee’s salary monthly as employee pensions into the employee’s individual retirement account.
The Company’s applicable provisions in accordance with the Labor Pension Act and the Company’s preferential retirement management methods are as follows:
- (1) Voluntary retirement:
A labor may retire voluntarily under any of the following circumstances: (for labors who choose to apply the Labor Pension Act, the retirement may be handled in accordance with the same act)
-
A. Those who have worked for more than 15 years and are at least 55 years old.
-
B. Those who have worked for more than 25 years.
-
C. Those who have worked for more than 10 years and are at least 60 years old.
-
D. Those who have served the Company for more than 24 years.
-
(2) Compulsory retirement:
-
Compulsory retirement is not allowed to employees who are not under any of the following circumstances:
-
A. Those who are at least 65 years old.
-
B. Those who are mentally or physically disabled and incapable of working.
For those under the age specified in the first subparagraph of the preceding paragraph, who are engaged in dangerous, physical or other special work, the Company shall
111
submit the cases to the central competent authority for approval and adjustment. But these employees shall not be under 55 years old.
-
(3) Pension payment standards:
-
A. For employees with years of service before and after the application of the Labor Standards Act, and those who choose to continue to apply the pension regulations in the Labor Standards Act or retain the years of service before the application of the Labor Pension Act, the pensions shall be paid accordance with Article 84-2 and Article 55 of Labor Standards Act.
-
B. For employees with years of service specified in the preceding subparagraph and subject to compulsory retirement in accordance with Subparagraph 2, Paragraph 1, Article 35, who are mentally or physically disabled due to the performance of their duties, additional 10% of pensions shall be paid in accordance with Subparagraph 2, Paragraph 1, Article 55 of Labor Standards Act.
-
C. For an employee to whom the pension provisions of the Labor Pension Act applies, the Company contributes 6% of the employee’s salary monthly as employee pensions into the employee’s individual retirement account.
-
(4) Pension payment:
The pensions payable by the Company to employees shall be paid within 30 days from the date of retirement of the employees.
-
Status of labor-management agreements:
- The Company’s labor-management relationship is harmonious, all regulations and measures are handled according to law and well implemented. The Employee Welfare Committee meeting is held on a monthly basis and the labor-management meeting is held on a quarterly basis, during which no disputes have occurred.
-
(II) Any losses suffered by the Company arising from labor dispute in the latest year and up to the publication date of the Annual Report, and any estimated amounts at present and that may occur in the future and measures in response thereto:
-
The Company has paid attention to the benefits of its employees, and complied with relevant labor-management laws. There have been no losses arising from labor-management disputes in the latest year and up to the publication date of the Annual Report. There is no possibility of losses arising from labor-management disputes in the foreseeable future.
VI. Cyber security management
-
(I) The cyber security risk management framework, the cyber security policy, specific management plan and the resources invested in the cyber security management:
-
Cyber security management framework The Company has established an information security center in the General Administration Office, and set up an information security supervisor and an information security responsible person to plan and formulate the information security management policy, implement the
112
promotion policy, and implement and track review, and immediately improve deficiencies regularly, so as to ensure that the policy is effectively implemented. The relevant implementation results are regularly submitted to the Company’s senior management meeting, to reduce the operating risk.
The information center reviews the results of information security risk analysis and the corresponding preventive measures and policies adopted by the Company through the annual management review meeting, to ensure the applicability, suitability and effectiveness of the information security management system for continuous operation. The information security management performance and information security strategy direction are reported to the Board of Directors regularly for regular review and amendment. The results of the latest evaluation were reported to the Board of Directors on November 6, 2024.
==> picture [226 x 186] intentionally omitted <==
----- Start of picture text -----
AWEA Mechantronic
Co., Ltd.
President
Information Security
Center
Information Security
Supervisor
Hsinchu Taichung
Information Information
Security Personnel Security Personnel
----- End of picture text -----
-
Cyber security policy:
-
(1) The cyber security management methods are formulated and implemented.
-
(2) Account management is decentralized to avoid the leakage of privileged accounts.
-
(3) Internal/external network policies are distinguished and the access is limited.
-
(4) Employees’ computer behaviors are recorded faithfully to prevent the occurrence of illegal matters.
-
(5) Information room and personal computer data are backed up regularly to prevent data loss.
-
(6) Regular education and training are provided to improve employees’ awareness of information security.
-
(7) An employee signs a cyber security guarantee to ensure their compliance of the regulations.
-
(8) The Company joins the Science Park Information Sharing and Analysis Center (SPISAC), and masters the possible information security threats and weakness to facilitate early management and response.
113
-
Specific management programs and resources: To achieve the information security policies and goals, the Company establishes comprehensive information security protection. The management issues and specific management program are as follows:
-
(1) The Company adopts a new-generation firewall, and an internal/external network classification system, and employees can only access general services, while permission shall be applied for special services and the records shall be retained.
-
(2) The mail server shall be equipped with a spam mail gateway, and social engineering protection, anti-fraud and anti-virus modules shall be purchased selectively to filter harmful emails.
-
(3) An endpoint security protection system shall be imported, external equipment shall be controlled, users’ Internet and file access behaviors shall be recorded, and information equipment asset inventory shall be made.
-
(4) The computer room shall be equipped with general anti-virus and advanced MDR antihacking software, and shall be entrusted to a manufacturer for 24-h monitoring and protection.
-
(5) The independent backup area is provided with backup software/hardware, with which information room and personal computer data are backed up regularly. This area can only be accessed by backup services, reducing the risk of hackers.
-
(6) With account decentralized management, ordinary persons only have the minimum privilege. Special permission must be subject to application for approval. The password of the privileged account shall be changed regularly, and the password strength shall be the highest to reduce the risk.
-
(7) Regular education and training are provided to improve employees’ awareness of information security.
-
(8) Joining the information security information sharing organization, the Company can obtain the information about information security warning, threats and weakness.
-
Resources invested in cyber security management Information security has become an important issue for the Company’s operations. The corresponding information security management issues and resource input plan are as follows:
-
(1) Special manpower: A full-time enterprise organization “information security center”, one information security supervisor, and two information security personnel are set up to be responsible for the Company’s information security planning, technology sourcing and related audit matters, so as to maintain and continue to enhance information security. The application for special manpower of information security in TWSE/TPEx Listed Companies is completed.
-
(2) Customer satisfaction: No major information security incidents, and no complaints for violation of customer data loss regulations.
114
-
(3) Signature of cyber security guarantee: All employees and new employees have signed the cyber security guarantee.
-
(4) Information security announcement: Five Information Security Center announcements were issued this year to deliver the relevant provisions and precautions of information security protection.
-
(5) Regarding issues related to information security, explanations, teaching, advocacy, and testing were conducted through announcements to enhance employees’ awareness of information security. The application of file information security was read by a total of 868 people, with 166 valid test responses and an average score of 75.42 points; Email information security issues were read by a total of 765 people, with 175 valid test responses and an average score of 78.97 points.
-
(II) List the losses, possible impacts, and countermeasures from major cyber security incidents in the latest year and up to the publication date of the Annual Report. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
VII. Important contract
| Contract nature | Participants | Contract start and end dates |
Main contents | Restrictive clauses |
|---|---|---|---|---|
| Land lease contract |
Central Taiwan Science Park Bureau |
January 1, 2024 - December 31, 2043 |
Lease the land of AWEA Central Taiwan Science Park branch |
None |
| Project undertaking |
San Min Construction Development Co., Ltd. |
August 1, 2023 - Completion of construction |
Establishment of Dapumei Plant of AWEA |
None |
115
Chapter V. Review Analysis and Risk Management of Financial Status and Operation
Results
I. Financial status
| Financial status | |||||
|---|---|---|---|---|---|
| Unit: NTD thousand | |||||
| Year Items |
2024 | 2023 | Difference | Description | |
| Amount | % | ||||
| Current assets | 3,947,304 | 3,802,854 | 144,450 | 3.80% | |
| Investments accounted for usingequitymethod |
145,031 | 116,713 | 28,318 | 24.26% | Note 1 |
| Property, plant and equipment |
1,833,974 | 1,741,772 | 92,202 | 5.29% | |
| Intangible assets | 16,776 | 12,656 | 4,120 | 32.55% | Note 2 |
| Other assets | 450,173 | 287,896 | 162,277 | 56.37% | Note 3 |
| Total assets | 6,393,258 | 5,961,891 | 431,367 | 7.24% | |
| Current liabilities | 2,365,299 | 2,438,770 | (73,471) | -3.01% | |
| Non-current liabilities | 302,606 | 135,528 | 167,078 | 123.28% | Note 4 |
| Total liabilities | 2,667,905 | 2,574,298 | 93,607 | 3.64% | |
| Equity attributable to owners of theparent |
3,635,337 | 3,293,852 | 341,485 | 10.37% | |
| Share capital | 965,942 | 965,942 | 0 | 0.00% | |
| Capital surplus | 95,516 | 95,516 | 0 | 0.00% | |
| Retained earnings | 2,576,623 | 2,267,791 | 308,832 | 13.62% | |
| Other equity | (2,744) | (35,397) | 32,653 | -92.25% | Note 5 |
| Non-controllinginterests | 90,016 | 93,741 | (3,725) | -3.97% | |
| Total equity | 3,725,353 | 3,387,593 | 337,760 | 9.97% |
-
Note 1: The investments accounted for using equity method increased, which was due to the recognition of investment income from associates and an increase in the shareholding ratio of Huahan Leasing Co., Ltd.
-
Note 2: The intangible assets increased, which was due to the purchase of SAP software - version upgrades and the purchase of multiple computer software by subsidiaries.
-
Note 3: The other assets increased, which was due to the increase in right-of-use assets arising from the renewal of leases of land, plant, and offices from the Central Taiwan Science Park (CTSP) Bureau.
-
Note 4: The non-current liabilities increased, which was due to the increase in non-current lease liabilities arising from the renewal of leases of land, plant, and offices from the Central Taiwan Science Park (CTSP) Bureau.
-
Note 5: The other equity increased, which was due to the increase in exchange differences in the financial statements of foreign operations.
116
II. Financial performance
- (I) Table of comparative analysis of operation results
Unit: NTD thousand
| Year Items |
2024 | 2023 | Difference | Difference | Description |
|---|---|---|---|---|---|
| Amount | % | ||||
| Operatingrevenue | 1,917,762 | 2,361,917 | (444,155) | -18.80% | Note 1 |
| Operatingcosts | (1,639,155) | (2,002,794) | 363,639 | -18.16% | |
| Grossprofit | 278,607 | 359,123 | (80,516) | -22.42% | Note 1 |
| Realized (Unrealized) gain amongassociated companies |
3,076 | (210) | 3,286 | -1564.76% | Note 1 |
| Realizedgrossprofit | 281,683 | 358,913 | (77,230) | -21.52% | Note 1 |
| Operatingexpenses | (365,950) | (325,913) | (40,037) | 12.28% | |
| Operating profit | (84,267) | 33,000 | (117,267) | -355.35% | Note 1 |
| Non-operating income and expenses |
541,747 | 202,099 | 339,648 | 168.06% | Note 2 |
| Netprofit before tax | 457,480 | 235,099 | 222,381 | 94.59% | Note 2 |
| Income tax expense | (10,983) | (44,793) | 33,810 | -75.48% | Note 1 |
| Net profit for the current period |
446,497 | 190,306 | 256,191 | 134.62% | Note 2 |
| Other comprehensive income | 36,154 | (16,357) | 52,511 | -321.03% | Note 2 |
| Total comprehensive income for currentperiod |
482,651 | 173,949 | 308,702 | 177.47% | Note 2 |
Analysis explanation on the change in the ratio of increase or decrease:
-
Note 1: The operating revenue, gross profit, operating profit, and income tax expense decreased, which was due to the tightening of monetary policy and weak trade in the USA, the global geopolitical policy tensions, and poor economic situation both at home and abroad, which led to decreased operating revenue.
-
Note 2: The non-operating income and expenses, net profit before tax, net profit for the current period, other comprehensive income, and total comprehensive income for the current period increased, which was due to the exchange gains generated by exchange rate fluctuations and the valuation benefits of financial assets measured at fair value through profit or loss.
-
(II) Expected sales volume and its basis: The construction of Dapumei Phase II plant and the mass production of Wujiang Phase II plant are expected to usher in an expectable growth in sales volume.
-
(III) Possible impact on future financial business of the Company and the response plan: Wait with bated breath, and it’s expected that the fall of the inflation data and the return of expansion of manufacturing capital expenditure demand could bring the opportunity of the industrial recovery for the machine tool industry. It’s expected that there will be expectable growth in both finance and business this year, therefore, it’s not necessary to formulate any response plan.
117
III. Cash flow
(I) Analysis on cash flow change in the latest year (2024)
| Cash balance at the beginning of the year |
Net cash flow from operating activities in the year |
Net cash flow from investing activities in the year |
Net cash flow from financing activities in the year |
Effect of changes in foreign exchange rates on cash and cash equivalents |
Amount of cash balance and deficits |
Countermeasure for mount of cash balance and deficits |
Countermeasure for mount of cash balance and deficits |
|---|---|---|---|---|---|---|---|
| Investment plans |
Wealth management plans |
||||||
| 866,173 | 140,464 | (64,276) | (147,365) | 14,778 | 809,774 | - | - |
-
(II) Improvement plan for insufficient liquidity: Not applicable.
-
(III) Analyses on the cash liquidity for next year:
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | ||||
|---|---|---|---|---|---|
| Cash balance at the beginning of the year |
Net cash inflow from operating activities in the year |
Year-round cash outflow |
Remaining (insufficient) cash |
Countermeasure for mount of cash balance and deficits |
|
| Investment plans |
Wealth managementplans |
||||
| 809,774 | 501,097 | 601,588 | 709,283 | - | - |
1. Analysis on the cash flow change for next year:
- (1) Operating activities: It is expected that the Company’s operations are stable, and the number of days to collect accounts remains unchanged.
- (2) Investment activities: It is expected to pay for Phase II construction project of Chiayi Dapumei Branch, etc.
- (3) Fund-raising and financing activities: This mainly refers to financial activities aimed at maintaining the normal operation of the Company, which have no major changes except for loans repayment and estimated cash dividend payment.
2. Remedial measures and liquidity analysis for anticipated cash shortfalls: None.
-
IV. The impact of the significant capital expenditure in the latest year upon the financial performance
-
(I) Use of significant capital expenditure and sources of funds:
Unit: NTD thousand
| Unit: NTD thousand | Unit: NTD thousand | ||||
|---|---|---|---|---|---|
| Planned items | Actual or expected sources of funds |
Actual or expected completion date |
Total funds required for 2024 and 2025 |
Actual use of funds in 2024 and expected use of funds in 2025 |
|
| 2024 | 2025 | ||||
| Dapumei Plant Phase IIproject(AWEA) |
Own funds | 2025 | 354,300 | 181,300 | 173,000 |
118
- V. The outward investment policies in the latest year. The key reasons leading to the profit or loss, the corrective plans and the investment plan in one year ahead
None.
-
VI. Risk issues that occurred in the latest year and up to the publication date of the Annual Report shall be analyzed and evaluated as follows
-
(I) The impact incurred by change in interest rate, exchange rate, inflation upon the Company’s profit and/or loss and the future countermeasures
-
Interest rates: The Company regularly evaluates the differences between the interest rate on bank borrowings and that in the market, and keeps close contact with the bank at any time to obtain a favorable interest rate. Therefore, the change in the interest rate has no significant impact on the Company.
-
Exchange rate:
- The Company will collect information on the change in the exchange rate at any time, keep track of the exchange rate trend, and judge the change in the exchange rate, so as to take hedging operations in time or flexibly adjust the foreign exchange deposits. In addition, it also maintains good interactions with the bank, and takes appropriate measures in response to the change in the exchange rate to avoid the foreign currency risk.
-
Inflation: The Company will continue to pay attention to inflation, so as to properly adjust the selling price of products and the stock of raw materials.
-
-
(II) The major causes for engaging in high-risk, high-leverage investment, lending of funds to others, endorsements/guarantees and derivative financial instruments, the profits or loss and the future countermeasures:
- The Company adopts a prudent and conservative financial policy, and does not engaged in high-risk, high-leverage investment.
119
- The Company’s loaning of funds to others in the latest year and up to the publication date of the Annual Report is as follows:
December 31, 2024
Unit: NTD thousand (unless stated otherwise)
| No. (Note 1) |
Companies loaning fund |
Companies that fund is loaned to |
Transaction subject |
Related party |
Maximum balance of the current period (Note 3) |
Ending balance (Note 4) |
Amount drawn |
Interest rate |
Type of loans |
Amount of transaction |
Cause for necessity of short- term financing |
Amount of allowance for uncollectible accounts |
Collateral |
Collateral |
Loaning limit to individual objects (Note 2) |
Total loaning limit to others (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | |||||||||||||||
| 0 | AWEA Mechantronic Co., Ltd. |
Yih Chuan Machinery Industry Co., Ltd. |
Other receivables - related parties |
Yes | 140,000 | 70,000 | 70,000 | 2.175% | With necessity of short- term financing |
695 | Operating turnover |
- | Promissory note |
70,000 |
363,534 | 1,454,135 |
| 1 | Shanghai Zhuwai Mechanical and Electrical Co., Ltd. |
AWEA Mechantronic (Suzhou) Ltd. |
Other receivables - related parties |
Yes | 109,150 (CNY 25,000) |
44,620 (CNY 10,000) |
44,530 | 3.35% | With necessity of short- term financing |
- | Operating turnover |
- | - | - | 162,275 | 162,275 |
| 1 | Shanghai Zhuwai Mechanical and Electrical Co., Ltd. |
Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. |
Other receivables - related parties |
Yes | 21,765 (CNY 5,000) |
- |
- | 3.45% | With necessity of short- term financing |
- | Operating turnover |
- | - | - | 162,275 | 162,275 |
120
March 31, 2025
Unit: NTD thousand (unless stated otherwise)
| No. (Note 1) |
Companies loaning fund |
Companies that fund is loaned to |
Transaction subject |
Related party |
Maximum balance of the current period (Note 3) |
Ending balance (Note 4) |
Amount drawn |
Interest rate |
Type of loans |
Amount of transaction |
Cause for necessity of short- term financing |
Amount of allowance for uncollectible accounts |
Collateral |
Collateral |
Loaning limit to individual objects (Note 2) |
Total loaning limit to others (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Value | |||||||||||||||
| 0 | AWEA Mechantronic Co., Ltd. |
Yih Chuan Machinery Industry Co., Ltd. |
Other receivables - related parties |
Yes | 140,000 | 140,000 | 70,000 | 2.175% | With necessity of short- term financing |
- | Operating turnover |
- |
Promissory note |
140,000 |
332,607 |
1,330,426 |
| 1 | Shanghai Zhuwai Mechanical and Electrical Co., Ltd. |
AWEA Mechantronic (Suzhou) Ltd. |
Other receivables - related parties |
Yes | 44,620 (CNY 10,000) |
44,620 (CNY 10,000) |
45,480 | 3.35% | With necessity of short- term financing |
- | Operating turnover |
- |
- | - | 167,030 | 167,030 |
Note 1: The explanation for the numbering column is as follows:
-
(1) Fill in 0 for issuer.
-
(2) The investees are coded sequentially beginning from “1” by each individual company.
-
Note 2: The loaning limit to individual objects shall not exceed 10% of their net value of the current period, and the total loaning limit shall not exceed 40% of their net value of the current period.
-
Note 3: The maximum balance of the loaning funds to others in the current year was translated by the exchange rate announced by the Company to the Securities and Futures Bureau as of March 31, 2025.
-
Note 4: The loan limit approved by the Board of Directors was translated by the exchange rate announced by the Company to the Securities and Futures Bureau as of March 31, 2025.
- The Company’s endorsements/guarantees in the latest year and up to the publication date of the Annual Report are as follows:
Endorsements/guarantees for others on December 31, 2024: None.
Endorsements/guarantees for others on March 31, 2025: None.
- The derivative financial instruments engaged by the Company are mainly currency hedging, so the market risk is not significant.
121
-
(III) The future research & development plans and the expenses anticipated to be invested into research & development
-
The Company’s R&D directions planned for the near future are as follows:
-
(1) Find and develop products for the blue ocean market.
-
(2) Develop high value-added performance and technology.
-
(3) Develop low-cost/well-manufactured mass-produced products to maintain the existing market competitiveness.
-
(4) Make modularized/stackable design to increase production efficiency and reduce production cost.
-
-
Expenses anticipated to be invested into R&D:
- In 2024, the Company invested NTD 92,583 thousand in R&D, accounting for 4.83% of operating revenue. In the future, the Company will develop new products and technologies with a considerable proportion of the R&D expenses to expand the market competitive advantage.
-
(IV) The possible impacts by government policies and laws at home and abroad upon the Company’s financial conditions and the Company’s countermeasures
-
Up to now, in response to the revision of relevant processing standards and the promotion of corporate governance systems by the competent authorities, the Company has shown active cooperation and compliance. Moreover, there is no significant impact on the Company’s financial business due to the changes in important policies and laws both at home and abroad. In the future, the management of the Company will obtain relevant information at any time, and develop necessary countermeasures in real time to meet operational needs of the Company.
-
(V) The impact of technological changes and industrial changes on the Company’s financial performance and countermeasures
-
Since the Company keeps abreast of the progress of technology and industry to meet customers’ needs in real time, it, in the face of market competition and threats in Mainland China, Eastern Europe and other third world countries, constantly improves production technologies and quality and develops new machines to avoid price war, and also actively develops high value-added composite machines. So far, technological and industrial changes have not caused significant impact on the Company’s financial performance.
-
(VI)The impacts created by a change in corporate image upon the management over crisis, and the Company’s countermeasures
-
The Company’s operation principle is being honest, prompt and thorough. So far, there has been no significant impact on the Company due to the change in corporate image.
-
(VII) Expected benefits, potential risks, and countermeasures of mergers and acquisitions: None.
-
(VIII) The risks anticipated from the expansion of the plant buildings, and the Company’s countermeasures: Not applicable.
122
-
(IX) Risks of and countermeasures for concentrated goods purchases or sales: the Company’s purchasing factories and sales customers adopt the discrete policy, so there is no risk of concentration of purchases or sales.
-
(X) The impacts and risks anticipated from the massive transfer of shareholding by directors, supervisors or major shareholders who hold more than 10% in shareholding and the Company’s countermeasures: None.
-
(XI) The impacts and risks anticipated from the change in the managerial powers and the Company’s countermeasures: None.
-
(XII) For litigious and non-litigious matters, major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10%, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders’ equity or the prices of the company’s securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute up to the publication date of the annual report: None.
-
(XIII) Other critical risks and response measures: None.
-
VII. Other important disclosures
None.
123
Chapter VI. Special Disclosure
-
I. Relevant information of affiliated enterprises
-
(I) Consolidated business reports teaming up with affiliated enterprises
- Organization structure of affiliated enterprises (as of March 31, 2025)
==> picture [506 x 275] intentionally omitted <==
----- Start of picture text -----
Holding Holding Holding
100% in 100% in 100% in
shareholding shareholding shareholding Shanghai
Zhuwai
Mechanical
B-Way Billion- and Electrical
(Cayman) Way
Co., Ltd.
Co.,Ltd. (Cayman)
Co.,Ltd.
AWEA AWEA
Mechantronic Mechantronic
Co., Ltd. Holding 100% (Suzhou) Ltd.
in shareholding
Yih Chuan
Yih Chuan AXTRON AXTRON INT’L Machinery
Machinery INT’L INVESTMENT (Jiaxing)
Industry INVESTMENT LIMITED Industry Co.,
Co., Ltd. Co.,Ltd Ltd.
Holding Holding Holding Holding
60% in 100% in 100% in 100% in
shareholding shareholding shareholding shareholding
----- End of picture text -----
2. Basic information of affiliated enterprises
Date: March 31, 2025 Unit: NTD thousand; USD thousand
| Unit: NTD | Date: March 31, 2025 thousand;USD thousand |
|||
|---|---|---|---|---|
| Name of enterprise | Establishment date |
Address | Paid-in capital |
Main business activities |
| B-WAY(Cayman) Co.,Ltd. |
January 11, 2001 |
Cayman Islands | NTD 332,212 | International investment and international trade |
| Billion-way(Cayman) Co.,Ltd. |
January 11, 2001 |
Cayman Islands | NTD 425,379 | International investment and international trade |
| Shanghai Zhuwai Mechanical and Electrical Co., Ltd. |
February 14, 2001 |
No.7801, Songze Avenue, Qingpu Industrial Zone, Shanghai |
USD 2,500 | Machinery sales and installation, business management consultation, and international trade |
| AWEA Mechantronic (Suzhou) Ltd. |
September 4, 2007 |
No.4888, East Taihu Avenue, Economic & Technological Development Zone, Wujiang |
USD 11,400 | Machinery sales, manufacturing and installation, and international trade |
124
| Name of enterprise | Establishment date |
Address | Paid-in capital |
Main business activities |
|---|---|---|---|---|
| Yih Chuan Machinery Industry Co., Ltd. |
November 3, 1972 |
2F, No. 13-1, Gongyequ 5th Rd., Xitun Dist., Taichung City |
NTD 98,580 | Manufacturing of machinery and equipment, design of products, wholesale of machinery, and retail of mechanical appliances |
| AXTRON INT'L INVESTMENT CO.,LTD. |
November 22, 2012 |
Trust Company Complex, Ajeltake Road, Ajeltake The registered address is Island, Majuro, Marshall Islands MH96960 |
NTD 1,580 | International investment and international trade |
| AXTRON INT'L INVESTMENT LIMITED |
March 25, 2013 |
7/F., Chuang’s Enterprises Building, 382 Lockhart Road, Wanchai, Hong Kong |
NTD 41 |
International investment and international trade |
| Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. |
November 27, 2000 |
No.3198, Xiuzhou Industrial Park, Zhongshan West Road, Jiaxing City, Zhejiang Province |
USD 2,510 | Machinery sales, manufacturing and installation, and international trade |
| Huahan Leasing Co., Ltd. |
October 13, 2015 |
1F, No. 13, Gongyequ 5th Rd., Xitun Dist., TaichungCity |
NTD 50,000 | Leasing industry |
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Information on the shareholders presumed to have a relationship of control and subordination: None.
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Industries covered by the overall businesses of affiliated enterprises
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(1) Machine tool industry.
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(2) Machinery and equipment in the electronics industry.
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(3) International trade.
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- Information of directors, supervisors, and presidents of each affiliated enterprise
March 31, 2025
Unit: shares; %
| March 31, 2025 Unit: shares;% |
March 31, 2025 Unit: shares;% |
|||
|---|---|---|---|---|
| Name of enterprise | Title | Name or the representative person |
Shares held | |
| Number of shares |
Ownership (%) |
|||
| B-WAY(Cayman) Co.,Ltd. | Person in charge | De-Hua Yang | 10,665,029 | 100% |
| Billion-way(Cayman) Co.,Ltd. | Person in charge | De-Hua Yang | 12,829,840 | 100% |
| Shanghai Zhuwai Mechanical and Electrical Co., Ltd. |
Representative of juristic person and director |
Cheng-Xuan Wang | - | 100% |
| Shanghai Zhuwai Mechanical and Electrical Co.,Ltd. |
President | Da-Wei Guan | - | 100% |
| Shanghai Zhuwai Mechanical and Electrical Co.,Ltd. |
Supervisor | Hong-Bin Xu | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd. |
Representative of juristic person and director |
Cheng-Xuan Wang | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd. |
President | Da-Wei Guan | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd. |
Director | Chang-Chi Yang | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd. |
Director | Qi-Guan Zeng | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd. |
Director | Rui-Ming Ye | - | 100% |
| AWEA Mechantronic (Suzhou) Ltd. |
Supervisor | Hong-Bin Xu | - | 100% |
| Yih Chuan Machinery Industry Co., Ltd. |
Person in charge | Goodway Machine Corp. Representative: Cheng-Jun Yang |
3,943,200 | 40% |
| Yih Chuan Machinery Industry Co.,Ltd. |
Director | Goodway Machine Corp. Representative: De-Hua Yang |
||
| Yih Chuan Machinery Industry Co.,Ltd. |
Director | Goodway Machine Corp. Representative: Shu-Han Yang |
||
| Yih Chuan Machinery Industry Co.,Ltd. |
Supervisor | AWEA Mechantronic Co., Ltd. Representative: Shang-Ru Yang |
5,914,800 | 60% |
| AXTRON INT'L INVESTMENT CO.,LTD |
Person in charge | Cheng-Xuan Wang | - | 100% |
| AXTRON INT'L INVESTMENT LIMITED |
Person in charge | Cheng-Xuan Wang | - | 100% |
| Yih Chuan Machinery (Jiaxing) IndustryCo.,Ltd. |
Representative of juristicperson |
Cheng-Xuan Wang | - | 100% |
126
| Name of enterprise | Title | Name or the representative person |
Shares held | Shares held |
|---|---|---|---|---|
| Number of shares |
Ownership (%) |
|||
| Yih Chuan Machinery (Jiaxing) IndustryCo.,Ltd. |
Director | Qi-Guan Zeng | - | 100% |
| Yih Chuan Machinery (Jiaxing) IndustryCo.,Ltd. |
Director | Shang-Ru Yang | - | 100% |
| Yih Chuan Machinery (Jiaxing) IndustryCo.,Ltd. |
Director | Shu-Zhen Weng | - | 100% |
| Yih Chuan Machinery (Jiaxing) IndustryCo.,Ltd. |
Supervisor | Chang-Chi Yang | - | 100% |
| Huahan Leasing Co., Ltd. | Person in charge | De-Hua Yang | 2,000,000 | 40% |
6. Business performances of affiliated enterprises
| 6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
6. Business performances of affiliated enterprises |
|---|---|---|---|---|---|---|---|---|
| December 31, 2024 Unit: NTD thousand |
||||||||
| Name of enterprise | Capital | Total assets | Total liabilities |
Net value | Operating revenue |
Operating income (loss) |
Profit and/or loss for the period (after tax) |
Earnings per share (NTD) (after tax) |
| B-WAY (Cayman)Co.,Ltd. |
334,213 | 745,818 | 0 | 745,818 | 0 | (247) | 11,633 | 0.04 |
| Billion-way (Cayman)Co.,Ltd. |
406,355 | 742,619 | 0 | 742,619 | 0 | (247) | 11,672 | 0.03 |
| Shanghai Zhuwai Mechanical and Electrical Co.,Ltd. |
83,058 | 164,762 | 2,487 | 162,275 | 0 | (2,955) | 6,197 | Note |
| AWEA Mechantronic (Suzhou)Ltd. |
354,478 | 883,036 | 315,457 | 567,579 | 704,804 | 9,225 | 4,147 | Note |
| Yih Chuan Machinery IndustryCo.,Ltd. |
98,580 | 303,584 | 78,543 | 225,041 | 12,115 | (4,525) | (15,009) | (1.52) |
| AXTRON INT'L INVESTMENT CO.,LTD. |
1,580 | 197,881 | 0 | 197,881 | 0 | 0 | (14,404) | (9.12) |
| AXTRON INT'L INVESTMENT LIMITED |
41 | 197,880 | 0 | 197,880 | 0 | 0 | (14,404) | Note |
| Yih Chuan Machinery (Jiaxing) Industry Co., Ltd. |
82,781 | 276,974 | 79,094 | 197,880 | 143,370 | (19,373) | (14,404) | Note |
| Huahan Leasing Co., Ltd. |
50,000 |
65,574 | 5,521 | 60,053 | 3,542 | 1,590 | (2,049) | -0.4 |
Note: The currency unit of Shanghai Zhuwei Mechantronic/ AWEA Mechantronic (Suzhou) is RMB thousand. Conversion of exchange rate of earnings per share is not calculated for Mainland China companies: CNY (RMB) 1 = NTD 4.453.
127
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II. The basis for the date, amount and price approved by the shareholders’ meeting or the Board of Directors and its reasonableness, the method for selection of the specific person, and the necessary reasons for private placement shall be disclosed for the private placement of securities in the latest year and up to the publication date of the Annual Report.
-
None.
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III. Other necessary supplemental information None.
-
Chapter VII. Any Situation Specified in Article 36, Paragraph 2, Subparagraph 2 of the Securities and Exchange Act, which has Significant Impacts on Shareholders’ Equity or the Price of the Company’s Securities, and Occurred in the Latest Year and Up to the Publication Date of the Annual Report, shall also be specified One by One
None.
128